definiens: means a number of shares of Common Stock determined subsequent to anyDilutive Issuance equal to the difference between ( i ) the quotient obtained by dividing the Holder ’s applicableSubscription Amount by the greater of ( A ) the Base Share Price in the lowest - priced such Dilutive Issuance, and ( B ) $ 0.10 per share ( as adjusted for any stock splits, stock dividends, recapitalizations or the like),rounded down to the nearest share, minus ( ii ) the quotient obtained by dividing the Holder ’s applicableSubscription Amount by the Effective Price, rounded down to the nearest whole share, minus ( iii ) the numberof shares that have been issued upon exercise of this Warrant following any prior Dilutive Issuance . For theavoidance of doubt, on the Issue Date of this Warrant, the Warrant Share Amount shall equal zero ; and if oneDilutive Issuance is followed by a subsequent Dilutive Issuance at higher Base Share Price than the priorDilutive Issuance, the lower Base Share Price shall apply