Common use of Full Ratchet Adjustment Clause in Contracts

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the Closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company shall issue to the Purchaser such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) the Purchase Price paid for the Shares hereunder divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a)). Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the Closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company shall issue to the Purchaser such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) the Purchase Price paid for the Shares hereunder divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a)). Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall shall, when combined with all Shares, not exceed 2,175 shares 19.9% of Common Stock per Unitthe Company’s outstanding common stock at the date of this Agreement (the “Share Issuance Limit”). In the event that a Lower Price Issuance is made which would require an adjustment and issuance of Additional Shares, the Company shall issue the maximum amount permissible under NYSE MKT rules as provided in the previous sentence.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve one year (12) months (as may be adjusted, the “Adjustment Period”12 months) following the Closing final closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, Stock or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share which shall be less than (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, .18 (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to PurchaserPurchaser or Wellfleet Partners, Inc., the Per Share Price paid herein shall be amended, reduced, restated and deemed to be, the Lower Per Share Price and the number of Shares issuable under this Agreement shall be deemed increased to the Purchase Price paid (as set forth on the signature page and acceptance pages hereto) divided by the new Lower Per Share Price, and, each Purchaser and Placement Agent (or his rightful assigns) shall have the absolute right to receive without giving or receiving any form of notice or making any form of demand, and the Company shall immediately and unconditionally issue to the Purchaser without restriction (orther than as provided in this Agreement), such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) sum of the Purchase Price paid for hereby as set forth on the Shares hereunder signature page hereto, divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a))Purchaser. Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustmentPrice. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to Placement Agent on behalf of both itself and the Purchaser) Purchasers within 5 4 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their Placement Agent and its assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser Purchaser, Placement Agent, Wellfleet Partners, Inc., or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the final Closing or termination of the offering of Units offered in this entire offering, except for Excepted Issuances (as defined in Section 5.3(c)6.5.3), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.800.25 insert per share purchase price in this offering, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to PurchaserPurchaser or Finders, the Company Per Share Price paid herein shall issue be amended, reduced, restated and deemed to the Purchaser be equal to such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) sum of the Purchase Price paid for hereby as set forth on the Shares hereunder signature page hereto, divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a))Purchaser. Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustmentPrice. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) Placement Agent on behalf of both itself and the Purchasers within 5 7 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and the Placement Agent and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser Purchaser, the Placement Agent, or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders Share holders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the final Closing or termination of the offering of Units offered in this entire offering, except for Excepted Issuances (as defined in Section (5.3(c)) below), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.800.20, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company Per Share Price paid herein shall issue be amended, reduced, restated and deemed to the Purchaser be equal to such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) sum of the Purchase Price paid for the Shares hereunder hereby as set forth above, divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a))Purchaser. Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) Purchaser within 5 7 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders Share holders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, for so long as the Company is listed for trading and trading on the NYSE MKT, the number of Additional Shares that are issuable shall shall, when combined with all Shares, not exceed 2,175 4,557,035 shares of Common Stock per Unitcommon stock (which number equals 19.9% of the Company’s outstanding common stock as measured on the date immediately prior to the date this Agreement is binding on the Purchaser and the Company) (the “Share Issuance Limit”). In the event that a Lower Price Issuance is made which would require an adjustment and issuance of Additional Shares, the Company shall issue the maximum amount permissible under NYSE MKT rules as provided in the previous sentence.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the final Closing or termination of the offering of Units offered in this entire offering, except for Excepted Issuances (as defined in Section (5.3(c)) below), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.801.35, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company Per Share Price paid herein shall issue be amended, reduced, restated and deemed to the Purchaser be equal to such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) sum of the Purchase Price paid for the Shares hereunder hereby as set forth above, divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a))Purchaser. Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall shall, when combined with all Shares, not exceed 2,175 shares 19.9% of Common Stock per Unitthe Company’s outstanding common stock at the date of this Agreement (the “Share Issuance Limit”). In the event that a Lower Price Issuance is made which would require an adjustment and issuance of Additional Shares, the Company shall issue the maximum amount permissible under NYSE MKT rules as provided in the previous sentence.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the Closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock 8094842v1 Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company shall issue to the Purchaser such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) the Purchase Price paid for the Shares hereunder divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a)). Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.

Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the final Closing or termination of the offering of Units offered as set forth in this offeringRecital B hereof, except for Excepted Issuances (as defined in Section 5.3(c)6.5.3), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, Stock or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.800.90, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to PurchaserPurchaser or Placement Agent, the Per Share Price paid herein shall be amended, reduced, restated and deemed to be, the Lower Per Share Price and the number of Shares issuable under this Agreement shall be deemed increased to the Purchase Price paid (as set forth on the signature page and acceptance pages hereto) divided by the Lower Per Share Price, and, each Purchaser and Placement Agent (or his rightful assigns) shall have the absolute right to receive without giving or receiving any form of notice or making any form of demand, and the Company shall immediately and unconditionally issue to the Purchaser without restriction (other than as provided in this Agreement), such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) sum of the Purchase Price paid for hereby as set forth on the Shares hereunder signature page hereto, divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of Purchaser; provided, however, if the provisions of this Section 5.3(a))Lower Price Issuance is for a per share price less than $0.35 per share, the Lower Per Share Price shall be deemed to be $0.35 per share. Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustmentPrice. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to Placement Agent on behalf of both itself and the Purchaser) Purchasers within 5 7 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their Placement Agent and its assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser Purchaser, Placement Agent, or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.