Splits and Combinations. If the Company combines its outstanding equity securities into a smaller number of equity securities, the Conversion Price in effect immediately before the combination will be proportionately increased, as of the effective date of the combination, as follows: # the number of equity securities issuable to the Holder hereunder immediately before the effective date of the combination will be adjusted so that the Holder, if converted on or after that date, will receive the number of equity securities that the Holder would have owned and been entitled to receive as a result of the combination had the Note been converted immediately before that date; and # the Conversion Price in effect immediately before such adjustment will be adjusted by multiplying the Conversion Price by a fraction, the numerator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately before such adjustment, and the denominator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately thereafter. If the Company subdivides its outstanding equity securities, the number of equity securities issuable upon conversion hereunder will be proportionally increased and the Conversion Price in effect before the subdivision will be proportionately decreased, as of the effective date of the subdivision, as follows: # the number of equity securities issuable to the Holder upon the conversion of this Note immediately before the effective date of the subdivision will be adjusted so that the Holder, if converted on or after that date, will receive the number of equity securities that the Holder would have owned and been entitled to receive as a result of the subdivision had the Note been converted immediately before that date; and # the Conversion Price in effect immediately before the adjustment will be adjusted by multiplying the Conversion Price by a fraction, the numerator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately before such adjustment, and the denominator of which is the aggregate number of equity securities issuable to the Holder upon conversion of this Note immediately thereafter.

Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the filing date of this Certificate (the “Effective Date”) effect a subdivision of the outstanding Common Stock, the Series C Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Effective Date combine the outstanding shares of Common Stock, the Series C Conversion Price in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

The Conversion Shares shall be subject to appropriate adjustment for reclassifications, stock splits, stock dividends, spin-offs or distributions, share combinations or other similar changes affecting the Common Stock as a whole.

“Per Share Purchase Price” equals ​, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

then listed or traded, in no event shall the Borrower issue upon each conversion of this Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares currently outstanding at the time of each conversion (unless increased to 9.99% pursuant to the terms of this Note), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof.

Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

The number of Shares issuable to the Grantee is subject to adjustment for any stock splits, reverse stock splits and other recapitalizations that take effect prior to the Vesting Date or the Termination Date, as the case may be.

Share. A share of common stock of the Company.

Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Option and the Exercise Price per Share may be adjusted pursuant to the Plan.