Conversion Price

Conversion Price. Means $39.00 per share (as the same shall be adjusted to account for any stock dividends, recapitalizations, stock splits or other similar adjustments or events occurring after the date hereof).

Conversion Price. Means $3.08. Such Conversion Price will be adjusted proportionately for any stock split, stock dividend, combination or other recapitalization of the Common Stock, rounded to the nearest cent.

Conversion Price. Means: (a) with respect to the issuance of the Note in connection with the Initial Closing, the product of (i) 0.9 and (ii) the average VWAP over the five (5) Trading Days ending on the date of the delivery to the Company by the Purchaser or other Holder of the Note of a notice of conversion of the Note (or if five (5) Trading Days shall not have elapsed since the original issuance date of such Note, the average VWAP during the Trading Day period beginning on the original issuance date of... such Note and ending on the date of the delivery to the Company by the Purchaser or other Holder of the Note of a notice of conversion of the Note); (b) with respect to the issuance of the Note in connection with a Subsequent Closing, the product of (i) 0.95 and (ii) the average VWAP over the five (5) Trading Days ending on the date of the delivery to the Company by the Purchaser or other Holder of the Note of a notice of conversion of the Note (or if five (5) Trading Days shall not have elapsed since the original issuance date of such Note, the average VWAP during the Trading Day period beginning on the original issuance date of such Note and ending on the date of the delivery to the Company by the Purchaser or other Holder of the Note of a notice of conversion of the Note); or (c) with respect to the payment of interest as provided in Section 4.2 of this Agreement, (i) with respect to interest on the Note issued in connection with the Initial Closing, the product of (x) 0.9 and (ii) the average VWAP over the five (5) Trading Days ending on the date of issuance of such Note or (ii) with respect to interest on a Note issued in connection with a Subsequent Closing, the product of (x) 0.95 and (ii) the average VWAP over the five (5) Trading Days ending on the date of issuance of such Note. View More

Conversion Price. Clause (iv) of the definition of Conversion Price set forth in the Loan Agreement is hereby deleted and the following clause (iv), clause (v) and clause (vi) is substituted in lieu thereof in the Loan Agreement and this Amendment: "(iv) in the event that, as a result of the application of Nasdaq Rule 5635(d) or otherwise, the Market Conversion Price (as defined below) is below the then-applicable Conversion Price at the time of payment of any one or more Weekly Installment Payments due... under the Notes in shares of its Common Stock, the Company shall immediately pay to the Lender an amount in cash (the "Make Whole Payment") as shall be calculated by multiplying the number of Conversion Shares so paid by the amount by which the Conversion Price exceeds the lower of (x) the closing market price of the Common Stock as traded on Nasdaq or other applicable Trading Market on the Trading Date prior to the date of issuing such Conversion Shares, or (y) the average of the four lowest VWAPs of the Common Stock for the twenty (20) trading days immediately prior to the date of issuance of such fully-registered Conversion Shares (collectively, the "Market Conversion Price"). In the event that the Company is unable to pay all or any portion of the Make Whole Payment in cash, the Company shall, in lieu thereof, issue to the Lender additional fully registered for resale Conversion Shares (the "Make-Whole Shares") by dividing the amount of the Make Whole Payment by the Market Conversion Price, the number of which Make-Whole Shares shall be calculated on each date when such Make-Whole Shares shall be issued. For the avoidance of doubt, in all cases such Additional Make-Whole Shares when issued shall be fully registered for immediate resale in such Additional Resale Registration Statement that is declared effective by the SEC. For the avoidance of doubt, if, for example, the Market Conversion Price is $2.00 per share the Company shall either issue to the Lender an additional 10,000 immediately salable Conversion Shares or Payment Shares as Make Whole Shares or shall pay to the Lender an additional $1.00 per share or $20,000 in cash. 2 (v) Notwithstanding the foregoing provisions of Clause (iv) above, in consideration for the Lender entering into the Forbearance Agreement and making the Additional Loan, and irrespective of whether or not (x) the Lender elects to convert all or any portion of either of the Notes into Conversion Shares or (y) the Company elects to pay any Outstanding Principal Amount of either of the Notes in the form of Payment Shares, the Conversion Price shall be adjusted to an amount that is equal to 80% of the Market Conversion Price (the "Adjusted Conversion Price"). In addition, in the event that the Adjusted Conversion Price shall be lower than the Nasdaq Minimum Price, the Company shall issue to the Lender at each date of conversion additional immediately salable and fully registered for resale Conversion Shares so that the total number of Conversion Shares shall be based on the Adjusted Conversion Price (the "Adjusted Make Whole Shares"). For the avoidance of doubt, if, for example, the Nasdaq Minimum Price shall be $3.00 per share and the Adjusted Conversion Price shall be $2.00 per share, and the Lender shall convert any weekly installment or the Note into 20,000 Conversion Shares, then the Company shall issue to the Lender (a) an additional 10,000 immediately salable Conversion Shares as Make Whole Shares, plus (b) the additional 10% premium of such Weekly Installment Payments, payable by the Company in cash or in additional Adjusted Make-Whole Shares, as set forth above. Accordingly, the aggregate number of Conversion Shares subject to the Adjusted Conversion Price shall be subject to increase based on the issuance of additional Make Whole Shares, as provided above and such Adjusted Make Whole Shares shall only be issued if they have been fully registered for resale pursuant to the applicable Shelf Registration Statement as contemplated above." (vi) Notwithstanding the foregoing, in the event of acceleration of either or both of the Notes, as a result of the occurrence and during the continuation of an uncured Event of Default (an "Acceleration Event"), the Conversion Price shall be adjusted to an amount that is equal to 50% of the Market Conversion Price (the "Event of Default Conversion Price"). The Event of Default Conversion Price will be subject to pro rata adjustments for any forward or reverse stock splits of the Company's common stock. In addition, in the event that the Event of Default Conversion Price shall be lower than the Nasdaq Minimum Price (the "Default Market Price"), the Company shall issue to the Lender at each date of conversion additional immediately salable and fully registered for resale Conversion Shares so that the total number of Conversion Shares shall be based on the Default Market Price (the "Default Make Whole Shares"). For the avoidance of doubt, if the Nasdaq Minimum Price shall be $3.00 per share and the Default Market Price shall be $2.00 per share, and the Lender shall convert any weekly installment or the Note into 20,000 Conversion Shares, then the Company shall issue to the Lender (a) an additional 10,000 immediately salable Conversion Shares as Default Make Whole Shares, plus (b) the additional 10% premium of such Weekly Installment Payments, in cash or in additional Default Make-Whole Shares, as set forth above. Accordingly, the aggregate number of Conversion Shares subject to the Event of Default Conversion Price shall be subject to increase based on the issuance of additional Make Whole Shares, as provided above and such Conversion Shares shall only be issued if they have been fully registered for resale pursuant to the Default Registration Statement as contemplated above." 3 The definition of "Make Whole Shares", as defined in the Loan Agreement and the Registration Rights Agreement is hereby deleted and is replaced with the following definition: "Make Whole Shares" means collectively, the Make Whole Shares and the Adjusted Make Whole Shares." View More

Conversion Price. The conversion price in effect on any Conversion Date shall be equal to the lesser of (i) $0.9726, subject to adjustment in accordance with Section 3.2(B), and (ii) the greater of (a) the consolidated closing bid price of the Company's common stock as reported on the Exchange on the Trading Day that is immediately prior to the applicable Conversion Date and (b) $0.3242, subject to adjustment in accordance with Section 3.2(B) (the "Conversion Price").

Conversion Price. Means, in the event that the Company elects to pay the Weekly Installment Payments under either or both of the Notes in the form of immediately salable shares of Common Stock, (a) a price per share equal to the lower of (i) the closing price of the Common Stock as traded on either the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (collectively, "Nasdaq"), on the trading day immediately prior to the Agreement Date or the Additional Funding... Date, whichever per share price is lower, or (ii) the average closing prices of the Common Stock as traded on Nasdaq for the five trading days immediately prior to the Agreement Date or the Additional Funding Date, whichever per share price is lower; plus (b) the Company shall pay to the Lender an additional 10% premium of such Weekly Installment Payments in cash; provided, however, that: View More

Conversion Price. Means, as of any Conversion Date (as defined herein) or other date of determination, $1.67 per share, which shall be equal to the closing price of the Common Stock on May 9, 2025. The Conversion Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

Conversion Price. Shall have the meaning as that term is defined in the Loan Agreement.

Conversion Price. Means seventy-five percent (75%) of the lowest average daily trading price of the Common Stock over the previous thirty (30) trading days prior to the Conversion Date.

Conversion Price. Shall be equal to the quotient of the Principal Amount (and accrued and unpaid interest under this Note, if applicable) as of the date of such calculation divided by $0.16.