Common use of Obligation to Issue Adjustment Shares Clause in Contracts

Obligation to Issue Adjustment Shares. The Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery First Adjustment Date equal to the number (if positive) obtained by subtracting (I) the number of Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) (the “Initial Shares”) from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any) , by (y) the Pre-Delivery First Adjustment Price (such number, the “Pre-Delivery First Adjustment Share Amount”). On the First Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the First Adjustment Date calculated with respect to such Buyer. If (A) the First Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities thereunder at all times from the Pre-Delivery First Adjustment Date until the sixtieth (60th) day following the First Adjustment Date, (B) the First Adjustment Date was triggered by clause (2) of such definition and there shall occur a Public Information Failure (as hereinafter defined) at any time on or prior to the sixtieth (60th) day following the First Adjustment Date or (C) the First Adjustment Date was triggered by clause (3) of such definition and clause (2) of such definition is not satisfied, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Second Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the First Adjustment Share Amount and (ii) the number of Initial Shares, from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any), by (y) the Pre-Delivery Second Adjustment Price (such number, the “Pre-Delivery Second Adjustment Share Amount”). On the Second Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Second Adjustment Date calculated with respect to such Buyer. If (A) the Second Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities and Adjustment Shares thereunder at all times from the Pre-Delivery Second Adjustment Date until the sixtieth (60th) day following the Second Adjustment Date or (B) the Second Adjustment Date was triggered by either clause (2) or (3) of such definition and there shall occur a Public Information Failure at any time on or prior to the sixtieth (60th) day following the Second Adjustment Date, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Third Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the Second Adjustment Share Amount, (ii) the First Adjustment Share Amount and (iii) the number of Initial Shares, from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any), by (B) the Pre-Delivery Third Adjustment Price (such number, the “Pre-Delivery Third Adjustment Share Amount” and, together with the Pre-Delivery First Adjustment Share Amount and the Pre-Delivery Second Adjustment Share Amount, the “Pre-Delivery Adjustment Shares”). On the Third Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Third Adjustment Date calculated with respect to such Buyer. For the avoidance of doubt, the obligation of the Company to issue Adjustment Shares pursuant to this Section 1(b) is irrespective of whether Buyers hold any Common Shares. All Pre-Delivery Adjustment Shares and Adjustment Balance Shares shall be fully paid and nonassessable shares of Common Stock.

Obligation to Issue Adjustment Shares. The Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery First Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of the number of Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) (the “"Initial Shares”") from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any) Date, by (y) the Pre-Delivery First Adjustment Price (such number, the “Pre-Delivery "First Adjustment Share Amount”"). On the First Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the First Adjustment Date calculated with respect to such Buyer. If (A) the First Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities thereunder at all times from the Pre-Delivery First Adjustment Date until the sixtieth (60th) day following the First Adjustment Date, (B) the First Adjustment Date was triggered by clause (2) of such definition and there shall occur a Public Information Failure (as hereinafter defined) at any time on or prior to the sixtieth (60th) day following the First Adjustment Date or (C) the First Adjustment Date was triggered by clause (3) of such definition and clause (2) of such definition is not satisfied, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Second Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the First Adjustment Share Amount and (ii) the number of Initial Shares, from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any)Date, by (y) the Pre-Delivery Second Adjustment Price (such number, the “Pre-Delivery "Second Adjustment Share Amount”"). On the Second Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Second Adjustment Date calculated with respect to such Buyer. If (A) the Second Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities and Adjustment Shares thereunder at all times from the Pre-Delivery Second Adjustment Date until the sixtieth (60th) day following the Second Adjustment Date or (B) the Second Adjustment Date was triggered by either clause (2) or (3) of such definition and there shall occur a Public Information Failure at any time on or prior to the sixtieth (60th) day following the Second Adjustment Date, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Third Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the Second Adjustment Share Amount, (ii) the First Adjustment Share Amount and (iii) the number of Initial Shares, from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any)Date, by (B) the Pre-Delivery Third Adjustment Price (such number, the “Pre-Delivery "Third Adjustment Share Amount” " and, together with the Pre-Delivery First Adjustment Share Amount and the Pre-Delivery Second Adjustment Share Amount, the “Pre-Delivery "Adjustment Shares”"). On the Third Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Third Adjustment Date calculated with respect to such Buyer. For the avoidance of doubt, the obligation of the Company to issue Adjustment Shares pursuant to this Section 1(b) is irrespective of whether Buyers hold any Common Shares. All Pre-Delivery Adjustment Shares and Adjustment Balance Shares shall be fully paid and nonassessable shares of Common Stock.

Obligation to Issue Adjustment Shares. The Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery First Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of the number of Common Shares purchased by such Buyer on the Closing Date and the number of Series B Warrants exercised by such Buyer (each as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) (the “Initial Shares”) from (II) the quotient determined by dividing (x) the aggregate sum of the Purchase Price paid by such Buyer on and the Closing Date (without regard to any amount aggregate exercise price paid upon exercise of the Series B Warrants exercised by such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any) , Buyer by (y) the Pre-Delivery First Adjustment Price (such number, the “Pre-Delivery First Adjustment Share Amount”). On the First Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the First Adjustment Date calculated with respect to such Buyer. If (A) the First Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities thereunder at all times from the Pre-Delivery First Adjustment Date until the sixtieth (60th) day following the First Adjustment Date, Date or (B) the First Adjustment Date was triggered by either clause (2) or clause (3) of such definition and there shall occur a Public Information Failure (as hereinafter defined) at any time on or prior to the sixtieth (60th) day following the First Adjustment Date or (C) the First Adjustment Date was triggered by clause (3) of such definition and clause (2) of such definition is not satisfiedDate, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Second Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the First Adjustment Share Amount and (ii) the number of Initial Shares, from (II) the quotient determined by dividing (xA) the aggregate sum of the Purchase Price paid by such Buyer on and the Closing Date (without regard to any amount aggregate exercise price paid upon exercise of the Series B Warrants exercised by such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any), Buyer by (yB) the Pre-Delivery Second Adjustment Price (such number, the “Pre-Delivery Second Adjustment Share Amount”). On the Second Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Second Adjustment Date calculated with respect to such Buyer. If (A) the Second Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities and Adjustment Shares thereunder at all times from the Pre-Delivery Second Adjustment Date until the sixtieth (60th) day following the Second Adjustment Date or (B) the Second Adjustment Date was triggered by either clause (2) or (3) of such definition and there shall occur a Public Information Failure at any time on or prior to the sixtieth (60th) day following the Second Adjustment Date, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Third Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the Second Adjustment Share Amount, (ii) the First Adjustment Share Amount and (iii) the number of Initial Shares, from (II) the quotient determined by dividing (xA) the sum of the Purchase Price paid by such Buyer and the aggregate exercise price paid upon exercise of the Series B Warrants exercised by such Buyer by (B) the Third Adjustment Price (such number, the “Third Adjustment Share Amount”). The Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock upon the occurrence of any Allowed Subsequent Placement (as defined in Section 4(n) hereof) (the “Allowed Subsequent Placement Adjustment Date” and, together with the First Adjustment Date, the Second Adjustment Date and the Third Adjustment Date, each an “Adjustment Date”) equal to the number (if positive) obtained by subtracting (I) the number of Common Shares issued to a Buyer on the Closing Date from (II) the quotient obtained by dividing (i) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any), by (Bii) the Pre-Delivery Third Adjustment Price lowest deemed consideration per share of Common Stock (as determined in accordance with the provisions of Section 2(a) of the Series A Warrants) issued in such Allowed Subsequent Placement (such number, the “Pre-Delivery Third Allowed Subsequent Placement Adjustment Share Amount” and, together with the Pre-Delivery First Adjustment Share Amount, the Second Adjustment Share Amount and the Pre-Delivery Second Third Adjustment Share Amount, the “Pre-Delivery Adjustment Shares”). On the Third Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Third Adjustment Date calculated with respect to such Buyer. For the avoidance of doubt, the obligation of the Company to issue Adjustment Shares pursuant to this Section 1(b) is irrespective of whether Buyers hold any Common Shares. All Pre-Delivery Adjustment Shares and Adjustment Balance Shares shall be fully paid and nonassessable shares of Common Stock.

Obligation to Issue Adjustment Shares. The Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery First Adjustment Date equal to the number (if positive) obtained by subtracting (I) the number of Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) (the “"Initial Shares”") from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any) Date, by (y) the Pre-Delivery First Adjustment Price (such number, the “Pre-Delivery "First Adjustment Share Amount”"). On the First Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the First Adjustment Date calculated with respect to such Buyer. If (A) the First Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities thereunder at all times from the Pre-Delivery First Adjustment Date until the sixtieth (60th) day following the First Adjustment Date, (B) the First Adjustment Date was triggered by clause (2) of such definition and there shall occur a Public Information Failure (as hereinafter defined) at any time on or prior to the sixtieth (60th) day following the First Adjustment Date or (C) the First Adjustment Date was triggered by clause (3) of such definition and clause (2) of such definition is not satisfied, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Second Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the First Adjustment Share Amount and (ii) the number of Initial Shares, from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any)Date, by (y) the Pre-Delivery Second Adjustment Price (such number, the “Pre-Delivery "Second Adjustment Share Amount”"). On the Second Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Second Adjustment Date calculated with respect to such Buyer. If (A) the Second Adjustment Date was triggered by clause (1) of such definition and the Registration Statement is not available for the resale of all Registrable Securities and Adjustment Shares thereunder at all times from the Pre-Delivery Second Adjustment Date until the sixtieth (60th) day following the Second Adjustment Date or (B) the Second Adjustment Date was triggered by either clause (2) or (3) of such definition and there shall occur a Public Information Failure at any time on or prior to the sixtieth (60th) day following the Second Adjustment Date, the Company shall, without any additional consideration, issue to each Buyer a number of shares of Common Stock on the Pre-Delivery Third Adjustment Date equal to the number (if positive) obtained by subtracting (I) the sum of (i) the Second Adjustment Share Amount, (ii) the First Adjustment Share Amount and (iii) the number of Initial Shares, from (II) the quotient determined by dividing (x) the aggregate Purchase Price paid by such Buyer on the Closing Date (without regard to any amount of such Buyer’s Purchase Price withheld pursuant to Section 4(h), if any)Date, by (B) the Pre-Delivery Third Adjustment Price (such number, the “Pre-Delivery "Third Adjustment Share Amount” " and, together with the Pre-Delivery First Adjustment Share Amount and the Pre-Delivery Second Adjustment Share Amount, the “Pre-Delivery "Adjustment Shares”"). On the Third Adjustment Date, the Company shall issue to each Buyer any Adjustment Balance Shares with respect to the Third Adjustment Date calculated with respect to such Buyer. For the avoidance of doubt, the obligation of the Company to issue Adjustment Shares pursuant to this Section 1(b) is irrespective of whether Buyers hold any Common Shares. All Pre-Delivery Adjustment Shares and Adjustment Balance Shares shall be fully paid and nonassessable shares of Common Stock.