Common use of Adjustment of Conversion Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during the term of this Note the Company issues or sells Common Stock, options for common stock, or convertible securities for a consideration per share (the “New Conversion Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities.

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term Closing Date until the first date on which no shares of this Note Preferred Stock are outstanding the Company Corporation issues or sells Common Stock, options for common stocksells, or convertible securities in accordance with this Section 7(c) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Corporation, but excluding shares of Common Stock deemed to have been issued or sold by the Corporation in connection with any Exempt Issuance) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the lesser of (i) $10.00 and (ii) the Conversion Price then in effect immediately prior to (such price thresholds described in clauses (i) and (ii), collectively, the “Applicable Price”, and each such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing sale, a “Dilutive Issuance”), in issuances and sales conducted for the purpose of raising capital by the Corporation where the aggregate amount of consideration received by the Corporation, together with all prior issuances and sales conducted for the purpose of raising capital by the Corporation on or after the Closing Date that were excluded from this Section 7(c) by this clause, exceeds $500,000, then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the all purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable the foregoing (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequencesdetermining the adjusted Conversion Price and the New Issuance Price under this Section 7(c)), the following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect Subject to Excluded Securitiesthe provisions of Section 6(a), if and whenever during on or after the term of this Note Subscription Date, the Company issues or sells Common Stock, options for common stocksells, or convertible securities in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Conversion Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue, conversion, issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, Issuance the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For product of (x) the avoidance Applicable Price and (y) the quotient determined by dividing (A) the sum of doubt, if (I) the New product derived by multiplying the Conversion Price is greater than in effect immediately prior to such Dilutive Issuance and the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes number of this Section 3(a), “Excluded Securities” means any shares of Common StockStock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, optionsif any, restricted stock units or convertible securities issued or issuable received by the Company upon such Dilutive Issuance, by (iB) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable (except in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose issuance of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities.):

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term of this Note Subscription Date the Company grants, issues or sells Common Stock(or enters into any agreement to grant, options for common stockissue or sell), or convertible securities in accordance with this Section 8(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuegranting, conversion, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the all purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable the foregoing (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequencesdetermining the adjusted Conversion Price and the New Issuance Price under this Section 8(a)), the following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term of this Note Subscription Date, the Company issues or sells Common Stock, options for common stocksells, or convertible securities in accordance with this Section 7(a) is deemed to have issued or sold, or the Company publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) is deemed to have been issued or sold, by the Company (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Conversion Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue, conversion, issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, Issuance the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For purposes of determining the avoidance of doubt, if the New adjusted Conversion Price is greater than under this Section 7(a), the Applicable Price, there following shall be no adjustment to the Conversion Price. For the purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during on or after the term of this Note Issuance Date the Company issues or sells Common Stock, options for common stockOptions, Convertible Securities, or convertible securities upon any conversion or Deemed Issuance, or in accordance with subsections (a) through (f) below is deemed to have issued or sold, any shares of Common Stock (including without limitation the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Issuance Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of determining the adjusted Conversion Price under this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis7.1, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term of this Note Original Issuance Date the Company grants, issues or sells Common Stock(or enters into any agreement to grant, options for common stockissue or sell), or convertible securities in accordance with this Section 5(b) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Mandatory Conversion Price and/or Optional Conversion Price in effect immediately prior to such issuegranting, conversion, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the applicable Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the all purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable the foregoing (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequencesdetermining the adjusted Conversion Price and the New Issuance Price under this Section 5(b)), the following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except If the Company, at any time while this Debenture is outstanding, issues or sells, or in accordance with respect this Section 5(a) is deemed to have issued or sold, any shares of Common Stock, excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Securities, if and whenever during the term of this Note the Company issues or sells Common Stock, options for common stock, or convertible securities for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance issue or sale (such Conversion Price then in effect is referred to herein as price the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, Issuance the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For product of (A) the avoidance of doubt, if the New Conversion Price is greater than in effect immediately prior to such Dilutive Issuance and (B) the Applicable Price, there shall be no adjustment to quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price. For Price in effect immediately prior to such Dilutive Issuance and the purposes number of this Section 3(a), “Excluded Securities” means any shares of Common StockStock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, optionsif any, restricted stock units or convertible securities issued or issuable received by the Company upon such Dilutive Issuance, by (i2) the product derived by multiplying (I) the Conversion Price in connection with any approved stock plan and effect immediately prior to such Dilutive Issuance by (iiII) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose number of which is not to raise additional capitalshares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectlyforgoing, in connection with any transaction contemplated by clause (ii) aboveno event shall the number of shares issuable under the Debentures exceed the Share Cap. For purposes of determining the adjusted Conversion Price under this Section 5(a), including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, the following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term of this Note Subscription Date the Company grants, issues or sells Common Stock(or enters into any agreement to grant, options for common stockissue or sell), or convertible securities in accordance with this Section 7(a) is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to 120% of the Conversion Price in effect immediately prior to such issuegranting, conversion, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to 120% of the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the all purposes of this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable the foregoing (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequencesdetermining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded SecuritiesIf the Company, if and whenever during the term of at any time while this Note the Company is outstanding, issues or sells any shares of Common StockStock or Convertible Securities, options for common stock, or convertible securities for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price VWAP of the Company’s Common Stock, as quoted by Bloomberg, LP, in effect immediately prior to such issue, conversion, or sale or deemed issuance issue or sale (such Conversion Price then in effect is referred to herein as price the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, Issuance the Conversion Fixed Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price; provided, however, that this provision shall not apply to (i) any grants or issuances of equity awards (or Shares underlying such equity awards) under the Company’s bonafide equity compensation plans, and (ii) any Shares issued in connection with the Merger pursuant to or as contemplated by the BCA. For the avoidance of doubtpurposes hereof, if the New Conversion Price Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is greater issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of this Section 3(a), “Excluded Securities” means any shares then such share of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion or exchange or exercise of such Convertible Securities.

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term of this Note Subscription Date, the Company issues or sells Common Stock, options for common stocksells, or convertible securities in accordance with this Section 5(g)(i) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued by the Company as a dividend or other distribution in respect of the Common Stock for which an adjustment is made pursuant to Section 5(g)(iii) or deemed to have been issued or sold by the Company in connection with any Excluded Securities) for a consideration per share (the “New Conversion Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue, conversion, issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing foregoing, a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For product of (A) the avoidance of doubt, if the New Conversion Price is greater than in effect immediately prior to such Dilutive Issuance and (B) the Applicable Price, there shall be no adjustment to quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price. For Price in effect immediately prior to such Dilutive Issuance and the purposes number of this Section 3(a), “Excluded Securities” means any shares of Common StockStock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, optionsif any, restricted stock units or convertible securities issued or issuable received by the Company upon such Dilutive Issuance, by (i2) the product derived by multiplying (I) the Conversion Price in connection with any approved stock plan and effect immediately prior to such Dilutive Issuance by (iiII) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basisthe number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 5(g)(i), the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if If and whenever during on or after the term of this Note Subscription Date the Company issues or sells Common Stock, options for common stocksells, or convertible securities in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for a the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”) (other than a stock dividend or other distribution of shares of Common Stock to all holders of Common Stock) (such number being appropriately adjusted to reflect the occurrence of any event described in Section 7(b)), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Price. For the avoidance product of doubt, if the New Conversion Price is greater than (A) the Applicable Price, there shall be no adjustment to Price and (B) the Conversion Price. For quotient determined by dividing (1) the purposes sum of this Section 3(a), “Excluded Securities” means any (I) the product derived by multiplying the Applicable Price and the number of shares of Common StockStock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, optionsif any, restricted stock units or convertible securities issued or issuable received by the Company upon such Dilutive Issuance, by (i2) in connection with any approved stock plan and the product derived by multiplying (iiI) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose Applicable Price by (II) the number of which is not to raise additional capital. Notwithstanding the foregoing, any shares of Common Stock issued or issuable to raise capital for Deemed Outstanding immediately after such Dilutive Issuance. For all purposes of the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause foregoing (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequencesdetermining the adjusted Conversion Price, the consideration per share and the New Issuance Price under this Section 7(a)), the following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, and except with respect to Common Stock issued pursuant to other promissory notes in existence prior to the date of this Note and that are not subject to any amendment(s) after the date of this Note (“Preexisting Notes”), if and whenever during on or after the term of this Note Issuance Date the Company issues or sells Common Stock, options for common stockOptions, Convertible Securities, or convertible securities upon any conversion or Deemed Issuance under Section 3 or Section 8 of this Note, or in accordance with subsections (a) through (e) below is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Issuance Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of determining the adjusted Conversion Price under this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis7.1, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, following shall not be deemed to be Excluded Securities.applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. Except with respect to Excluded Securities, if and whenever during on or after the term of this Note Issuance Date the Company issues or sells Common Stock, options for common stockOptions, Convertible Securities, or convertible securities upon any conversion or Deemed Issuance, or in accordance with subsections (a) through below is deemed to have issued or sold, any shares of Common Stock (including without limitation the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Conversion Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue, conversion, or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Conversion Issuance Price. For the avoidance of doubt, if the New Conversion Issuance Price is greater than the Applicable Price, there shall be no adjustment to the Conversion Price. For the purposes of determining the adjusted Conversion Price under this Section 3(a), “Excluded Securities” means any shares of Common Stock, options, restricted stock units or convertible securities issued or issuable (i) in connection with any approved stock plan and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, following shall not be deemed to be Excluded Securities.applicable: