Common use of Protection Against Dilution Clause in Contracts

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. (a) If the Corporation, with respect at any time and from time to the Common Stock, time Ontro shall: (1i) pays declare a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock common stock to a holder of common stock or make a distribution in securities convertible shares of common stock to holders of common stock, (ii) subdivide its outstanding shares of common stock, (iii) combine its outstanding shares of common stock, or (iv) otherwise effect a re-capitalization of such character that the shares of common stock shall be changed into or become exchangeable for Common Stock a greater or lesser number of shares of common stock, then the Exercise Price in effect on the record date of such dividend or distribution or the effective date of such subdivision, combination or reclassification (individually an "Event" and collectively the "Events") shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by multiplying (i) the exercise price of the Warrant(s) in effect immediately prior to such Event by (ii) a fraction, the numerator of which latter event shall be the number of shares of Common Stock initially issuable upon common stock outstanding immediately prior to such Event, and the conversion or exchange denominator of such securities which shall be deemed to have been distributed), (2) subdivides outstanding the number of shares of Common Stock, (3) combines common stock outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of immediately after such Event. Upon each adjustment in the Corporationexercise price resulting from an Event, the number of shares as to of Ontro common stock which this Warrant is exercisable as may be purchased upon exercise of the date Warrants shall be adjusted (to the nearest one-thousandth share) by multiplying (i) the number of shares of Ontro common stock which may be purchased upon exercise of the Warrants immediately prior to such event and Event by (ii) a fraction, the Exercise Price numerator of which shall be the exercise price in effect immediately prior thereto to such Event, and the denominator of which shall be adjusted so that the exercise price in effect immediately after such Event. Notice of each Holder thereafter such adjustment and each such readjustment shall be entitled forthwith mailed to receive the number Holder setting forth such adjustments or readjustments and kind the facts and calculations thereof in reasonable detail. Any dividend paid or distributed upon the common stock in stock of any other class of securities convertible into shares of Common Stock or other capital common stock of the Corporation that it would have owned or been entitled to receive shall be treated as a dividend paid in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior common stock to the happening of extent that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain common stock are to be issued upon the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stockconversion thereof.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2b) subdivides outstanding shares of Common StockStock into a greater number of shares, (3c) combines outstanding shares of Common Stock into a smaller number of shares, or (4d) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the Exercise Price and number of shares as to which purchasable under this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate Price and number of shares purchasable under this Warrant between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. (a) If at any time and from time to time the Corporation, with respect to the Common Stock, Company shall (1i) pays declare a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock to holder of Common Stock or make a distribution in securities convertible shares of Common Stock to holders of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock or (iv) otherwise effect a recapitalization of such character that the shares of Common Stock shall be changed into or become exchangeable for a greater or lesser number of shares of Common Stock Stock, then the Exercise Price in effect on the record date of such dividend or distribution or the effective date of such subdivision, combination or reclassification (individually an "Event" and collectively the "Events") shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by multiplying (i) the Exercise Price in effect immediately prior to such Event by (ii) a fraction, the numerator of which latter event shall be the number of shares of Common Stock initially issuable upon outstanding immediately prior to such Event, and the conversion or exchange denominator of such securities which shall be deemed to have been distributed), (2) subdivides outstanding shares the number of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of outstanding immediately after such Event. Upon each adjustment in the CorporationExercise Price resulting from an Event, the number of shares as Warrant Securities shall be adjusted (to the nearest one-thousandth share) by multiplying (i) the number of Warrant Securities for which this the Warrant is was exercisable as immediately prior to such Event by (ii) a fraction, the numerator of the date of such event and which shall be the Exercise Price in effect immediately prior thereto to such Event, and the denominator of which shall be adjusted so that the Exercise Price in effect immediately after such Event. Notice of each Holder thereafter such adjustment and each such readjustment shall be entitled forthwith mailed to receive the number Holder setting forth such adjustments or readjustments and kind the facts and calculations thereof in reasonable detail. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive shall be treated as a dividend paid in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior Common Stock to the happening of extent that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain are issuable upon the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stockconversion thereof.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2b) subdivides outstanding shares of Common Stock, ; (3c) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4d) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto and the number of shares of Common Stock issuable under this Warrant shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2) subdivides outstanding shares of Common Stock, ; (3) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. If and whenever after the issuance of this Warrant the Corporation shall first issue or sell, or first enter into any agreement to issue or sell, any shares of its Common Stock, or any securities exercisable or convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), in a transaction or series of transactions providing for a consideration, exercise price, conversion price or other applicable price per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of common stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Conversion Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. Notwithstanding anything herein to the contrary, the following shall not be subject to the provisions of this Section: (i) issuance or sale of Common Stock or options or other awards under the Company’s equity incentive plans or programs not to exceed 2,000,000 shares of Common Stock; (ii) issuance or sale of preferred stock or Common Stock issuable upon conversion of the Series A or B Preferred, the Bridge Notes, the Bridge Warrants, any warrants issued to the Placement Agent or any other convertible securities outstanding as of the Issue Date; (iii) issuance of equity securities or rights to purchase equity securities issued in connection with commercial property or lease transactions that are approved by the Board of Directors; (iv) issuance of equity securities or rights to purchase equity securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (v) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of: (A) joint venture, technology or licensing development activities; (B) distribution, supply or manufacture of the Company’s products or services; or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors; and (vi) issuance of stock pursuant to a stock dividend or stock split or dividend on Series A or B payable in Common Stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2) subdivides outstanding shares of Common Stock, ; (3) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2b) subdivides outstanding shares of Common Stock, ; (3c) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4d) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If (a) In case the Corporation, with respect to the Common Stock, Company shall (1i) pays pay a dividend or makes make a distribution on shares of Common Stock that is paid its capital stock in shares of Common Stock or in securities convertible into or exchangeable for Common Stock any other capital stock, (in which latter event the number of ii) subdivide its outstanding shares of Common Stock initially issuable upon the conversion or exchange into a greater number of such securities shall be deemed to have been distributed)shares, (2iii) subdivides outstanding shares of Common Stock, (3) combines combine its outstanding shares of Common Stock into a smaller number of sharesshares or (iv) reclassify its Common Stock or effect a capital reorganization of the Company, or (4) issues by reclassification of Common Stock any shares of capital stock in case of the Corporationconsolidation of the Company with or the merger of the Company with or into any other company or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other company, then the number and type of shares as unexercised Option Shares subject to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto Option shall be proportionately adjusted so that each the Holder thereafter shall be entitled to receive the aggregate number and kind type of shares of Common Stock or other capital stock of property that, if the Corporation that it unexercised Option Shares had been exercised in full immediately prior to such time, the Holder would have owned or upon such exercise and been entitled to receive in respect upon such dividend, subdivision, combination, reclassification or recapitalization. Whenever the number of shares issuable upon exercise of this Warrant immediately after Option is adjusted pursuant to this Section 3(a), the happening Per Share Exercise Price shall simultaneously be adjusted by multiplying the number of any unexercised Option Shares issuable upon exercise of this Option by the Per Share Exercise Price in effect on the date thereof and dividing the product so obtained by the number of Option Shares issuable upon exercise of the events described above had Option immediately following the adjustments made in 3(a) above. Such adjustment shall be made successively whenever any event listed in this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant paragraph 3(a) shall remain the sameoccur. An adjustment made in accordance with pursuant to this section Subsection 3(a) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combination, combination or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. (a) If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section Section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2b) subdivides outstanding shares of Common Stock, (3c) combines outstanding shares of Common Stock into a smaller number of shares, or (4d) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. If and whenever after the issuance of this Warrant the Corporation shall first issue or sell, or first enter into any agreement to issue or sell, any shares of its Common Stock, or any securities exercisable or convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), in a transaction or series of transactions providing for a consideration, exercise price, conversion price or other applicable price per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of common stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Conversion Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. Notwithstanding anything herein to the contrary, the following shall not be subject to the provisions of this Section: (i) issuance or sale of Common Stock or options or other awards under the Company’s equity incentive plans or programs not to exceed 2,000,000 shares of Common Stock; (ii) issuance or sale of preferred stock or Common Stock issuable upon conversion, exchange or exercise of the Series A or B Preferred Stock of the Company, the bridge notes outstanding on the date hereof (the “Bridge Notes”), this Warrant or any other warrant issued in connection with the issuance of the Series B Preferred Stock of the Company to the holders thereof, the warrants issued in exchange of the Bridge Notes, any warrants issued to Taglich Brothers, Inc., as the placement agent or its designees in connection with the issuance of the Series B Preferred Stock of the Company or as an advisory fee or any other convertible securities or warrants outstanding as of the Issue Date; (iii) issuance of equity securities or rights to purchase equity securities issued in connection with commercial property or lease transactions that are approved by the Board of Directors; (iv) issuance of equity securities or rights to purchase equity securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (v) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of (A) joint venture, technology or licensing development activities; (B) distribution, supply or manufacture of the Company’s products or services; or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors; and (vi) issuance of stock pursuant to a stock dividend or stock split or dividend on Series A or B payable in Common Stock.

Protection Against Dilution. If If, at any time or from time to time after the Corporationdate of this Warrant, with respect to the Common Stock, Company shall (1i) pays a dividend or makes make a distribution on shares of Common Stock that is paid its capital stock in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of its Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto to such action shall be adjusted so that each the Holder of any Warrant thereafter exercised shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it Company which he would have owned or been entitled to receive in respect of this Warrant immediately after following the happening of any of the events described above had this such Warrant been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samethereto. An adjustment made in accordance with pursuant to this section Section 3(a) shall become effective immediately after the record date, date in the case of a dividend, distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with pursuant to this Section 43(a), the Holder becomes holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of such classes of or capital stock or shares of Common Stock and other capital stock. In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effectuated in connection with a merger of any other corporation with the Company), the Holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. Notice of any such consolidation, merger, statutory exchange, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than ten (10) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder of this Warrant in accordance with this Section 3, the Company shall, at its own expense, within ten (10) days of such adjustment or modification, deliver to the Holder of this Warrant a certificate of the Principal Financial Officer of the Company setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, Stock (1i) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable or exercisable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion conversion, exchange or exchange exercise of such securities shall be deemed to have been distributed), ; (2ii) subdivides outstanding shares of Common Stock, ; (3iii) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4iv) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Conversion Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant the Series C Preferred immediately after the happening of any of the events described above had this Warrant the Series C Preferred been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section Section 7 shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 47, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine in good faith the allocation of the adjusted Exercise Rate Conversion Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.