Common use of Additional Notes; Variable Securities; Dilutive Issuances Clause in Contracts

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement). (ii) Until the Stockholder Approval Date has occurred and the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement (as defined in the Registration Rights Agreement), the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply in connection with the issuance of any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan (as defined in the Notes) as in existence on the date hereof (such maximum number to include stock options previously issued under such Approved Stock Plan).

Additional Notes; Variable Securities; Dilutive Issuances. (i) So For so long as any Buyer beneficially owns any Securities, the Company will shall cause ShellCo not to issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any or other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall notcause ShellCo not to, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price price, unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with in respect to of the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with in respect to of the Common Stock into which any Warrant is exercisable. Notwithstanding the foregoing sentence, ShellCo is permitted hereby to issue the Notes and Warrants provided for hereby and the Warrants under the Common PIPE, which provide in certain circumstances for adjustments to their exercise and conversion prices, as applicable. For so long as any Notes or Warrants remain outstandingoutstanding or until such time as Stockholder Approval has been obtained, the Company shall notcause ShellCo not to, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company ShellCo to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company ShellCo may issue upon conversion of the Notes and exercise of the Warrants without breaching the CompanyShellCo's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement). (ii) Until the Stockholder Approval Date has occurred and the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement (as defined in the Registration Rights Agreement), the Company will not, directly stock exchange or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for automated quotation system upon which ShellCo's shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply in connection with the issuance of any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as are traded, including, without limitation, any and all discounted issuance rules, if applicable. As used herein, "STOCKHOLDER APPROVAL" shall mean the affirmative vote by stockholders holding no less than a majority of the date hereof or voting power of the issuance of up to 3,000,000 stock options in the aggregate under Common Stock approving resolutions providing for the Company's Approved Stock Plan (issuance of all of the Securities as defined described in the Notes) as Transaction Documents in existence accordance with applicable law and the rules and regulations of the Principal Market. "PRINCIPAL MARKET" shall mean the Initial Principal Market or other Eligible Market on which the date hereof (such maximum number to include stock options previously issued under such Approved Common Stock Plan)is designated for quotation or listed and principally trades.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So For so long as any Buyer beneficially owns any SecuritiesNotes remain outstanding, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the NotesIndenture) with respect to the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the NotesIndenture) if the effect of such Dilutive Issuance is to cause cause, or but for the Securities Limitations (as defined below) would cause, the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or Market, in each case without giving effect to (w) the limitations on conversion contained in the Indenture, (x) the application of any applicable Eligible Market Conversion Floor Price (as defined in the Registration Rights AgreementIndenture). , (iiy) Until the Stockholder Approval Date has occurred limitations on exercise contained in the Warrants, and (z) the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale application of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement any Exercise Floor Price (as defined in the Registration Rights AgreementWarrants) (the “Securities Limitations”). For so long as any Notes or Warrants are outstanding, unless or until the Stockholder Approval (as defined below) has been obtained, the Company will not, directly shall not take any action if the effect of such action would be to cause either (i) the Conversion Price to be reduced below the Conversion Floor Price or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply the Exercise Price to be reduced below the Exercise Floor Price, in connection with the issuance of each case without giving effect to any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan (as defined in the Notes) as in existence on the date hereof (such maximum number to include stock options previously issued under such Approved Stock Plan)Securities Limitations.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So For so long as any Buyer beneficially owns any Securities, the Company will shall cause ShellCo not to issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any or other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall notcause ShellCo not to, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price price, unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with in respect to of the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with in respect to of the Common Stock into which any Warrant is exercisable. Notwithstanding the foregoing sentence, ShellCo is permitted hereby to issue the Notes and Warrants provided for hereby and the Warrants under the Common PIPE, which provide in certain circumstances for adjustments to their exercise and conversion prices, as applicable. For so long as any Notes or Warrants remain outstandingoutstanding or until such time as Stockholder Approval has been obtained, the Company shall notcause ShellCo not to, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company ShellCo to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company ShellCo may issue upon conversion of the Notes and exercise of the Warrants without breaching the CompanyShellCo's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement). (ii) Until the Stockholder Approval Date has occurred and the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement (as defined in the Registration Rights Agreement), the Company will not, directly stock exchange or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition automated quotation system upon which ShellCo's shares of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply in connection with the issuance of any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan (as defined in the Notes) as in existence on the date hereof (such maximum number to include stock options previously issued under such Approved Stock Plan).

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with Notes)with respect to the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause cause, or but for the Securities Limitations (as defined below) would cause, the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or Market, in each case without giving effect to (y) the limitations on exercise contained in the Warrants, and (z) the application of any applicable Eligible Market Exercise Floor Price (as defined in the Registration Rights AgreementWarrants) (the "Securities Limitations"). (ii) Until . For so long as any Notes or Warrants are outstanding, unless or until the Stockholder Shareholder Approval Date has occurred and the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement (as defined in the Registration Rights Agreement)below) has been obtained, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply take any action if the effect of such action would be to cause the Exercise Price to be reduced below the Exercise Floor Price, in connection with the issuance of each case without giving effect to any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan (as defined in the Notes) as in existence on the date hereof (such maximum number to include stock options previously issued under such Approved Stock Plan)Securities Limitations.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any SecuritiesNotes remain outstanding, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights AgreementNotes). (ii) . Until the Stockholder Approval Date has occurred and been obtained, the Registration Statement filed pursuant to Company shall not, in any manner, enter into or affect any Dilutive Issuance if the Registration Rights Agreement is effective and available effect of such Dilutive Issuance would, but for the resale application of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement Conversion Floor Price (as defined in the Registration Rights Agreement), Note) or the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents Exercise Floor Price (as defined in Section 4(o) belowthe Warrant), including without limitation any debtas applicable, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of common equity of cause either (i) the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply in connection with the issuance of any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan Conversion Price (as defined in the Notes) to be reduced below the Conversion Floor Price or (ii) the Exercise Price (as defined in existence on the date hereof (such maximum number Warrant) to include stock options previously issued under such Approved Stock Plan)be reduced below the Exercise Floor Price.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not not, without the prior written consent of Buyers holding a majority of the principal amount of the Notes, issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary "weighted average" or "full ratchet" anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) dilutive issuance if the effect of such Dilutive Issuance dilutive issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market. (ii) Until the Stockholder Approval Date has occurred and the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement (as defined in the Registration Rights Agreement), the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply in connection with the issuance of any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan (as defined in the Notes) as in existence on the date hereof (such maximum number to include stock options previously issued under such Approved Stock Plan).

Additional Notes; Variable Securities; Dilutive Issuances. (i) So For so long as any Buyer beneficially owns any Securities, the Company will ShellCo shall not issue any Notes other than to the Buyers as contemplated hereby under the Transaction Documents and the Company ShellCo shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company ShellCo shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with in respect to of the Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with in respect to of the Common Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company ShellCo shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company ShellCo to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company ShellCo may issue upon conversion of the Notes and exercise of the Warrants without breaching the CompanyShellCo's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement). (ii) Until the Stockholder Approval Date has occurred and the Registration Statement filed pursuant to the Registration Rights Agreement is effective and available for the resale of the number of Registrable Securities contemplated in clause (B) of the definition of Required Registration Statement (as defined in the Registration Rights Agreement), the Company will not, directly stock exchange or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or Common Stock Equivalents (as defined in Section 4(o) below), including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for automated quotation system upon which ShellCo's shares of common equity of the Company, without the prior written consent of the Required Holders. (iii) The restrictions contained in subsection (ii) of this Section 4(k) shall not apply in connection with the issuance of any securities issuable upon the conversion or exercise of Common Stock Equivalents outstanding as of the date hereof or the are traded, including, without limitation, any and all discounted issuance of up to 3,000,000 stock options in the aggregate under the Company's Approved Stock Plan (as defined in the Notes) as in existence on the date hereof (such maximum number to include stock options previously issued under such Approved Stock Plan)rules, if applicable.