sec | = | One anti-dilution equity warrant (a “{_Ratchet_Warrant}”) will be attached to each {_Series_A}, entitling its holder to subscribe for a variable number of new {_Series_A} at par value in case a new round of financing shall be completed by the {_Company} within {2_years} of the {_Series_A} round at price below the {_Series_A} round, thereby obtaining an adjustment of the cost of such holder’s shares based on a customary broad based weighted average ratchet formula; provided that holders of {_Ratchet_Warrants} shall only be entitled to exercise them to the extent that they participate in the relevant down round pro rata. |