(C) The definition of Next Round is hereby amended and restated in its entirety to read as follows:
Next Round means the next Equity Round after May 31, 2019 in which the Company issues and sells shares of its preferred stock and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire shares of preferred stock of the Company, and that results in aggregate gross cash proceeds of at least $10,000,000 (excluding proceeds from the conversion of any notes or other convertible securities) and the use of such proceeds is primarily for general working capital purposes; provided, however, a Next Round shall not include the issuance and sale by the Company of Convertible Notes in the Second Tranche Closing (as such terms are defined in that certain Series 5 Preferred Stock, Warrant and Convertible Note Purchase Agreement, made as of May 2, 2019, by and among the Company and the investors party thereto (the Series 5 Purchase Agreement)), pursuant to the Series 5 Purchase Agreement, as such Convertible Notes may be amended, modified, supplemented or amended and restated from time to time.
(D) The definition of Preferred Stock is hereby amended and restated in its entirety to read as follows:
Preferred Stock means, at the election of the Warrantholder, (a) the Series 5 Preferred Stock or (b) following the closing of the Next Round, the class and series of the preferred stock of the Company and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire shares of preferred stock issued in the Next Round (such equity securities, the Next Round Stock), and (c) any other stock into or for which the Preferred Stock may be converted or exchanged.
(E) The definition of Warrant Coverage is hereby amended and restated in its entirety to read as follows:
Warrant Coverage means $395,000.
(F) The following definition of Series 5 Preferred Stock is hereby added to Section 1 of the Warrant Agreement in its proper alphabetical order:
Series 5 Preferred Stock means the Series 5 Convertible Participating Preferred Stock, $0.001 par value per share, of the Company.
2. Effect on Warrant Agreement. Except as specifically amended hereby, the Warrant Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Warrantholder under the Warrant Agreement, and it does not constitute a waiver of any provision of the Warrant Agreement.