Common use of Dilutive Issuance Clause in Contracts

Dilutive Issuance. If the Company at any time while this Warrant is outstanding, shall offer, sell, grant any option or warrant to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or any equity or equity equivalent securities (including any equity, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Set Price (a "Dilutive Issuance"), as adjusted hereunder (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a price per share which is less than the Set Price, such issuance shall be deemed to have occurred for less than the Set Price), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Price shall be reduced to equal the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Corporation shall notify the Holder in writing, no later than five (5) Business Days following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to equal reduced, at the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary option of the date hereof until the Series A Shares are no longer outstandingHolder, the Set Price shall be adjusted, by multiplying the Set Price by to a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior price equal to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in writingperpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. Notwithstanding the foregoing, no later than five adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding anything herein to the contrary, this Section 1.6(e) shall not apply to the issuance, sale, grant, or disposition of any shares of Common Stock underlying the (5i) Business Days following the common stock purchase warrant issued on or around February 9, 2018 to purchase 324,586 fully paid and non-assessable shares (the “First Warrant”), (ii) secured convertible promissory note in the original principal amount of $1,655,000.00 issued by the Borrower on or around August 7, 2018 (the “First Note”), (iii) secured convertible promissory note in the original principal amount of $775,000.00 issued by the Borrower on or around October 15, 2018 (the “Second Note”), (iv) the common stock purchase warrant issued in connection with the Second Note on or around October 15, 2018 to purchase $387,500 in common stock (the “Second Warrant”, and together with the First Warrant, the “Select Outstanding Warrants”), (v) secured convertible promissory note in the original principal amount of $1,105,000.00 issued by the Borrower on or around July 22, 2019 (the “Third Note”), and (vi) secured convertible promissory note in the original principal amount of $555,000.00 issued by the Borrower on or around January 30, 2020 (the “Fourth Note”, and together with the First Note, Second Note, and Third Note, the “Secured Notes”), unless the Borrower fails to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder on three (3) separate occasions. For the avoidance of doubt, if the Borrower fails to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder on three (3) separate occasions (for the avoidance of doubt, the aforementioned three (3) separate occasions do not need to be consecutive), this Section 1.6(e) shall, in addition to all other applications under this Section 1.6(e), also apply to the issuance, sale, grant, or disposition of any shares of Common Stock underlying the Secured Notes and Select Outstanding Warrants during the period beginning on the date of the third such occasion that the Borrower failed to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder and ending on the date that this Note is extinguished in its entirety. An “Exempt Issuance” shall mean the issuance of any (a) shares of Common Stock or Common Stock Equivalent subject other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors of the Company; or (d) securities issued with respect to which the Holder waives its rights in writing under this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsSection 1.6(e).

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to equal reduced, at the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary option of the date hereof until the Series A Shares are no longer outstandingHolder, the Set Price shall be adjusted, by multiplying the Set Price by to a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior price equal to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a variable rate transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in writingperpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. Notwithstanding the foregoing, no later than five (5adjustment will be made under this Section 1.6(e) Business Days following in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalent subject adjustment pursuant to this section, indicating therein Section 1.6(e) shall be calculated as if all such securities were issued at the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsinitial closing.

Dilutive Issuance. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant Note is outstandingoutstanding or the Holder holds any Conversion Shares, shall offer, sell, sell or grant any option to purchase, or warrant to purchase or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any equity or equity equivalent securities (including any equity, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Set Fixed Conversion Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalent Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less than the Set Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceFixed Conversion Price on such date of the Dilutive Issuance at such effective price), then (A) from simultaneously with the date hereof until consummation of each Dilutive Issuance the 12 month anniversary of the date hereof, the Set Fixed Conversion Price shall be reduced and only reduced to equal the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Share Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5(c) in respect of an Exempt Issuance. The Corporation Company shall notify the Holder Holder, in writing, no later than five (5) Business Days the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalent Equivalents subject to this sectionSection 5(c), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsterms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition in Section 5(i) hereof, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to equal reduced, at the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary option of the date hereof until the Series A Shares are no longer outstandingHolder, the Set Price shall be adjusted, by multiplying the Set Price by to a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior price equal to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in writing, no later than five (5) Business Days following perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalent subject adjustment pursuant to this section, indicating therein Section 1.6(e) shall be calculated as if all such securities were issued at the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsinitial closing.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Fixed Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Fixed Conversion Price shall be reduced to a price equal the effective conversionBase Conversion Price. If the Company enters into a Variable Rate Transaction, exchange or purchase price for such despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Price, and the denominator of lowest possible price per share at which shall such securities could be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuancesuch Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify Notwithstanding the Holder in writingforegoing, no later than five (5adjustment will be made under this Section 1.6(e) Business Days following in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalent subject adjustment pursuant to this section, indicating therein Section 1.6(e) shall be calculated as if all such securities were issued at the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsinitial closing.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to equal reduced, at the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary option of the date hereof until the Series A Shares are no longer outstandingHolder, the Set Price shall be adjusted, by multiplying the Set Price by to a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior price equal to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in writing, no later than five (5) Business Days following perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalent subject adjustment pursuant to this section, indicating therein Section 1.6(e) shall be calculated as if all such securities were issued at the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsinitial closing.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced reduced, at the option of the Holder, to a price equal the effective conversionBase Conversion Price. If the Company enters into a Variable Rate Transaction, exchange or purchase price for such despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Price, and the denominator of lowest possible price per share at which shall such securities could be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuancesuch Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify Notwithstanding the Holder in writingforegoing, no later than five (5adjustment will be made under this Section 1.6(e) Business Days following in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalent subject adjustment pursuant to this section, indicating therein Section 1.6(e) shall be calculated as if all such securities were issued at the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsinitial closing.

Dilutive Issuance. If the Company If, at any time while this Warrant Note is outstanding, shall offerthe Borrower sells or grants (or has sold or granted, sell, grant as the case may be) any option or warrant to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for or otherwise entitled the any equity person or equity equivalent securities (including any equity, debt or other instrument that is at any time over entity the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person right to acquire shares of Common Stock, Stock at an effective price per share less that is lower than the Set Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to a price equal the effective conversionBase Conversion Price; provided, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from however, that in the 12 month anniversary of event that the date hereof until Dilutive Issuance occurs prior to the Series A Shares are no longer outstandingMaturity Date, then the Set Fixed Conversion Price shall be adjusted, reduced to a price equal to 75% multiplied by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify Notwithstanding the Holder in writingforegoing, no later than five (5adjustment will be made under this Section 1.6(e) Business Days following in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. An “Exempt Issuance” shall mean the issuance of any (a) shares of Common Stock or Common Stock Equivalent subject other securities to employees, officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Holder waives its rights in writing under this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsSection 1.6(e).

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to equal reduced, at the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary option of the date hereof until the Series A Shares are no longer outstandingHolder, the Set Price shall be adjusted, by multiplying the Set Price by to a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior price equal to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in writingperpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. Notwithstanding the foregoing, no later than five (5adjustment will be made under this Section 1.6(e) Business Days following in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding anything herein to the contrary, this Section 1.6(e) shall not apply to the issuance, sale, grant, or disposition of any shares of Common Stock underlying the (i) the common stock purchase warrant issued on or around February 9, 2018 to purchase 324,586 fully paid and non-assessable shares (the “First Warrant”), (ii) secured convertible promissory note in the original principal amount of $1,655,000.00 issued by the Borrower on or around August 7, 2018 (the “First Note”), (iii) secured convertible promissory note in the original principal amount of $775,000.00 issued by the Borrower on or around October 15, 2018 (the “Second Note”), (iv) the common stock purchase warrant issued in connection with the Second Note on or around October 15, 2018 to purchase $387,500 in common stock (the “Second Warrant”, and together with the First Warrant, the “Select Outstanding Warrants”), (v) secured convertible promissory note in the original principal amount of $1,105,000.00 issued by the Borrower on or around July 22, 2019 (the “Third Note”), and (vi) secured convertible promissory note in the original principal amount of $555,000.00 issued by the Borrower on or around January 30, 2020 (the “Fourth Note”, and together with the First Note, Second Note, and Third Note, the “Secured Notes”), unless the Borrower fails to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder on three (3) separate occasions. For the avoidance of doubt, if the Borrower fails to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder on three (3) separate occasions (for the avoidance of doubt, the aforementioned three (3) separate occasions do not need to be consecutive), this Section 1.6(e) shall, in addition to all other applications under this Section 1.6(e), also apply to the issuance, sale, grant, or disposition of any shares of Common Stock Equivalent subject underlying the Secured Notes and Select Outstanding Warrants during the period beginning on the date of the third such occasion that the Borrower failed to timely pay an Amortization Payment (as defined in this section, indicating therein Note) under this Note to Holder and ending on the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsdate that this Note is extinguished in its entirety.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities (including any equityentity the right to acquire, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common StockStock (including, without limitation, upon conversion of any convertible notes or warrants outstanding as of or following the Issue Date, but expressly excluding any outstanding options to purchase shares of common stock pursuant to the Company’s 2014 Equity Incentive Plan in existence as of the date of issuance of this Note), in each or any case at an effective price per share less that is lower than (a) the Set then Conversion Price or (b) in the event that any such issuance, sale or grant occurs prior to the occurrence of an Event of Default, the initial Conversion Price following the occurrence of an Event of Default (such lower price in either case, the “Base Conversion Price” and such issuances in either case, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to a price equal to the effective conversionBase Conversion Price. If the Company enters into a Variable Rate Transaction, exchange or purchase price for such despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Price, and the denominator of lowest possible price per share at which shall such securities could be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuancesuch Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents other securities are issued. The Corporation shall notify Notwithstanding the Holder in writingforegoing, no later than five (5adjustment will be made under this Section 1.6(e) Business Days following in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalent subject adjustment pursuant to this section, indicating therein Section 1.6(e) shall be calculated as if all such securities were issued at the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsinitial closing.

Dilutive Issuance. If the Company Borrower, at any time while this Warrant is Note or any amounts due hereunder are outstanding, shall offerissues, sellsells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option or warrant to purchase or offerother disposition), sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any equity person or equity equivalent securities entity the right to acquire, shares of Common Stock (including any equityincluding, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectivelywithout limitation, "upon conversion of this Note, Common Stock Equivalents") entitling , and any Person to acquire shares convertible notes or warrants outstanding as of Common Stockor following the Issue Date), in each or any case at an effective price per share less that is lower than the Set then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being agreed that if the holder of the Common Stock or Common Stock Equivalent other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less lower than the Set Conversion Price, such issuance shall be deemed to have occurred for less than the Set PriceConversion Price on such date of the Dilutive Issuance), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Conversion Price shall be reduced to equal reduced, at the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary option of the date hereof until the Series A Shares are no longer outstandingHolder, the Set Price shall be adjusted, by multiplying the Set Price by to a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior price equal to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, the Holder shall be entitled to utilize the Base Conversion Price with respect to a Dilutive Issuance, even if the Dilutive Issuance occurs prior to the date that the Holder is entitled to convert this Note. Notwithstanding the foregoing, no adjustment will be made under this Section 1.6(e) with respect to an Exempt Issuance (as defined below). An “Exempt Issuance” shall mean (i) the issuance of shares of Common Stock pursuant to the conversion or exercise of Common Stock Equivalents issued prior to the Issue Date, so long as the respective Common Stock Equivalents are issued. The Corporation shall notify the Holder in writingnot amended on or after Issue Date of this Note, no later than five and (5ii) Business Days following the issuance grants or issuances to officers, directors or employees or other service providers of any Common Stock or Common Stock Equivalent subject to this sectionEquivalents (and the conversion or exercise thereof) in connection with stockholder approved stock option, indicating therein the applicable issuance pricestock, incentive or of applicable reset price, exchange price, conversion price and other pricing termssimilar plans.

Dilutive Issuance. i. If the Company at or any time while Subsidiary thereof, as applicable, from the Issuance Date until the earlier of (i) the date this Warrant is outstandingand the Warrant Shares issuable hereunder are no longer outstanding or (ii) the effective date of an uplisting of the Common Stock on a national securities exchange (within the meaning of Section 6 of the Exchange Act), shall offer, sell, sell or grant any option to purchase, or warrant to purchase or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any equity or equity equivalent securities (including any equity, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Set Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a "“Dilutive Issuance"), as adjusted hereunder ”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalent Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options Options, units or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a an effective price per share which that is less than the Set Exercise Price, such issuance shall be deemed to have occurred for less than the Set PriceExercise Price on such date of the Dilutive Issuance at such effective price), then (A) from simultaneously with the date hereof until consummation of each Dilutive Issuance the 12 month anniversary of the date hereof, the Set Exercise Price shall be reduced and only reduced to equal the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Base Share Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. ii. For purposes of determining the adjusted Exercise Price hereunder with respect to the issuance of Options, if the Company in any manner grants or sells any Options and the lowest price per share for which one (1) share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Options is less than the Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this Section 3(b)(ii), the “lowest price per share for which one (1) share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Options” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one (1) share of Common Stock upon the granting or sale of the Options, upon exercise of the Options and upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of such Options less any consideration paid or payable by the Company with respect to such one (1) share of Common Stock upon the granting or sale of such Options, upon exercise of such Options and upon conversion exercise or exchange of any Convertible Securities issuable upon exercise of such Options. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities. iii. The Corporation Company shall notify the Holder Holder, in writing, no later than five (5) Business Days the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalent Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing termsterms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition in Section 3(h) hereof, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.