Common use of Most Favored Nations Provision Clause in Contracts

Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below), if at any time within twenty four (24) months following the Closing, the Company shall issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share which shall be less than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations (the “Lower Price Issuance”), without the consent of the Subscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber respecting those Purchased Shares that are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the Purchased Shares owned by the Subscriber on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower Price Issuance. The delivery to Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Subscriber is granted piggyback registration rights in connection with such additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 per share of Common Stock. The rights of Subscriber set forth in this Section 10(b) are in addition to any other rights the Subscriber has pursuant to this Agreement, any Offering Documents, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. “Qualified Issuance” shall mean (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares 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 the Board; and (v) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, officers or directors of, or consultants to, the Company pursuant to any plan up to 10% of the total issued and outstanding shares of Common Stock immediately following the final Closing.

Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below)Excepted Issuances, if at any time within twenty four (24) months following the ClosingSubscriber owns any Shares, the Company shall agree to or issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations the Per Share Purchase Price in effect at such time (the “Lower Price Issuance”), without the consent of the SubscriberSubscribers, then the Company shall issue, for each such occasion, additional shares of Common Series B Preferred Stock to the Subscriber Subscribers respecting those Purchased Shares that are then still owned by the Subscriber Subscribers at the time of the Lower Price Issuance so that the average per share purchase price Per Share Purchase Price of the Purchased Shares purchased and owned by the Subscriber Subscribers on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower lower price per share. The Per Share Purchase Price Issuanceof the Shares shall be calculated separately for each of the Subscribers. The delivery to each Subscriber of the additional shares of Common Series B Preferred Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Series B Preferred Stock. Subscriber is granted piggyback the registration rights described in Section 9 hereof in connection with such additional shares of Common Series B Preferred Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Series B Preferred Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinationsthe Per Share Purchase Price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 0.0001 per share of Common Stock. The rights of Subscriber set forth in this Section 10(b) 10 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Offering DocumentsTransaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. “Qualified Issuance” shall mean (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares 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 the Board; and (v) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, officers or directors of, or consultants to, the Company pursuant to any plan up to 10% of the total issued and outstanding shares of Common Stock immediately following the final Closing.

Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below)Excepted Issuances, if at any time within twenty four (24) months following that the ClosingSubscribers own the Securities, the Company shall agree to or issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations the Per Share Purchase Price in effect at such time (the “Lower Price Issuance”), without the consent of the SubscriberSubscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber Subscribers respecting those Purchased Shares Securities that are then still owned by the Subscriber Subscribers at the time of the Lower Price Issuance so that the average per share purchase price Per Share Purchase Price of the Purchased Shares Securities purchased and owned by the Subscriber Subscribers on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower lower price per share. The Per Share Purchase Price Issuanceof the Securities shall be calculated separately for each of the Subscribers. The delivery to each Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Subscriber is granted piggyback the registration rights described in Section 10 hereof in connection with such additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinationsthe Per Share Purchase Price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 0.0001 per share of Common Stock. The rights of Subscriber set forth in this Section 10(b) 10 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Offering DocumentsTransaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. parties For the purpose of this Agreement, the term “Qualified Excepted Issuance” shall mean includes: (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares 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 the Board; and (v) shares issuances of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, officers or directors of, or consultants to, of the Company pursuant to any stock or option plan up to 10% duly adopted for such purpose, by a majority of the total issued and outstanding shares non-employee directors established for such purpose, (ii) transactions with strategic industry or operating partners of the Company involving the issuance of Common Stock immediately following or securities convertible into Common Stock, or upon the final Closingexercise of warrants related to the deal terms of the foregoing, or (iii) issuance of restricted stock, stock options or warrants to employees, officers or directors pursuant to compensation arrangements approved by the Company’s Board of Directors.

Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below)Excepted Issuances, if at any time within twenty four during the six (246) months following the Closing, the Company shall agree to or issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinations the Per Share Purchase Price in effect at such time (the “Lower Price Issuance”), without the consent of the SubscriberSubscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber Subscribers respecting those Purchased Shares Securities that are then still owned by the Subscriber Subscribers at the time of the Lower Price Issuance so that the average per share purchase price Per Share Purchase Price of the Purchased Shares Securities purchased and owned by the Subscriber Subscribers on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower lower price per share. The Per Share Purchase Price Issuanceof the Securities shall be calculated separately for each of the Subscribers. The delivery to each Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Subscriber is granted piggyback the registration rights described in Section 10 hereof in connection with such additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 per share, subject to adjustment for stock dividends, subdivisions and combinationsthe Per Share Purchase Price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 0.0001 per share of Common Stock. The rights of Subscriber set forth in this Section 10(b) 10 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Offering DocumentsTransaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. For the purpose of this Agreement, the term “Qualified Excepted Issuance” shall mean includes: (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares 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 the Board; and (v) shares issuances of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, officers or directors of, or consultants to, of the Company pursuant to any stock or option plan up to 10% duly adopted for such purpose, by a majority of the total issued and outstanding shares non-employee directors established for such purpose, (ii) transactions with strategic industry or operating partners of the Company involving the issuance of Common Stock immediately following or securities convertible into Common Stock, or upon the final Closingexercise of warrants related to the deal terms of the foregoing, or (iii) issuance of restricted stock, stock options or warrants to employees, officers or directors pursuant to compensation arrangements approved by the Company’s Board of Directors.

Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below)Excepted Issuances, if at any time within twenty four (24) months following the Closing, the Company shall issue any Common Stock common stock or securities convertible into or exercisable for shares of Common Stock common stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share which shall be less than $6.50 2.21 per share, subject to adjustment for stock dividends, subdivisions and combinations (the “Lower Price Issuance”), without the consent of the Subscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock common stock to the Subscriber respecting those Purchased Shares that are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the Purchased Shares owned by the Subscriber on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower Price Issuancelower price per share. The delivery to Subscriber of the additional shares of Common Stock common stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockcommon stock. Subscriber is granted piggyback registration rights in connection with such additional shares of Common Stockcommon stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock common stock or of any warrant, right or option to purchase Common Stock common stock shall result in the issuance of the additional shares of Common Stock common stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 2.21 per share, subject to adjustment for stock dividends, subdivisions and combinations. Common Stock stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 per share of Common Stockcommon stock. The rights of Subscriber set forth in this Section 10(b) 10 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Offering Transaction Documents, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties. “Qualified Issuance” shall mean (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares 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 the Board; and (v) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, officers or directors of, or consultants to, the Company pursuant to any plan up to 10% of the total issued and outstanding shares of Common Stock immediately following the final Closing.

Most Favored Nations Provision. Other than in connection with a Qualified Issuance (as defined below)Excepted Issuances, if at any time within twenty four for a period of twelve (2412) months following the Closingdate of this Agreement, the Company shall agree to or issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify the conversion or exercise price of any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $6.50 the per share, subject to adjustment for stock dividends, subdivisions and combinations share Purchase Price in effect at such time (the “Lower Price Issuance”), without the consent of the SubscriberInvestors, then the Company shall issue, for each such occasion, additional shares of Common Stock to the Subscriber Investors respecting those Purchased Shares Securities that are then still owned by the Subscriber Investors at the time of the Lower Price Issuance so that the average per share purchase price Purchase Price of the Purchased Shares Securities purchased and owned by the Subscriber Subscribers on the date of the Lower Price Issuance plus such additional shares issued to Subscriber pursuant to this Section 10(b) is equal to such other Lower lower price per share. This provision shall expire upon the sooner of twelve (12) months from the date of this Agreement, or upon the Company raising at least Three Million Dollars ($3,000,000) in additional equity capital. The per share Purchase Price Issuanceof the Securities shall be calculated separately for each of the Investors. The delivery to Subscriber each Investor of the additional shares of Common Stock shall be not later than ten (10) days following the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Subscriber is granted piggyback registration rights in connection with such additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of common stock Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than $6.50 the per share, subject to adjustment for stock dividends, subdivisions and combinationsshare Purchase Price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.00001 0.0001 per share of Common Stock. The rights of Subscriber Investor set forth in this Section 10(b) are in addition to any other rights the Subscriber Investor has pursuant to this Agreement, any Offering DocumentsTransaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscriber Investor and Company are parties. For the purpose of this Agreement, the term “Qualified Excepted Issuance” shall mean includes: (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares 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 the Board; and (v) shares issuances of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, consultants, officers or directors of, or consultants to, of the Company pursuant to any stock or option plan up to 10% duly adopted for such purpose, (ii) transactions with strategic industry or operating partners of the total issued and outstanding shares Company involving the issuance of Common Stock immediately following or securities convertible into Common Stock, or upon the final Closingexercise of warrants related to the deal terms of the foregoing, or (iii) issuance of restricted stock, stock options or warrants to employees, consultants, officers or directors pursuant to compensation arrangements approved by the Company’s Board of Directors.