Adjustment for Subsequent Equity Sales. If, at any time, the Corporation sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Convertible Securities (other than Excluded Securities) for, or entitling any Person to acquire shares of Common Stock at, an effective price per share that is lower than the Series C Conversion Price then in effect (such lower price, the “Reset Series C Conversion Price” and such issuances, collectively, “Dilutive Issuances”) (it being understood and agreed that if any holder of the Common Stock or Convertible Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Series C Conversion Price, such issuance shall be deemed to have occurred for less than the Series C Conversion Price on such date of the Dilutive Issuance at such effective price), then the Series C Conversion Price shall be reduced to such lower Reset Series C Conversion Price. Each and any reduction of the Series C Conversion Price hereunder shall be made whenever the relevant Common Stock or Convertible Securities are issued. The Corporation shall notify the Holders of Series C Preferred Stock in writing, no later than the first Trading Day following the issuance of any Common Stock or Convertible Securities constituting a Dilutive Issuance under this [Section 5.8.1], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, a “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this [Section 5.8.1], upon the occurrence of any Dilutive Issuance, any Holder exercising its Conversion Rights shall be entitled to receive a number of shares of Common Stock based upon the Reset Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Reset Conversion Price in the Notice of Conversion.

Adjustment for Subsequent Equity Sales.Anti-Dilution. If, at any time,time while the CorporationPreferred Shares are outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Convertible Securities (other than Excluded Securities)any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) entitling any Person to acquire shares of Common Stock at,at or with a conversion formula that creates an effective price per share that is lower than the Series Cthen Conversion Price then in effectPrice, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing Date (such lower price,price or conversion formula, the “Reset Series C“Base Conversion Price” and such issuances, collectively, a “Dilutive Issuances”Issuance”) (it being understood and agreed that if any(if the holder of the Common Stock or Convertible SecuritiesCommon Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lesslower than the Series C Conversion Price, such issuance shall be deemed to have occurred for less than the Series C Conversion Price on such date of the Dilutive Issuance at such effective price)Issuance), then the Series C Conversion Price shall be reduced to such lower Reset Series Cequal the Base Conversion Price. Each and any reduction of the Series C Conversion Price hereunderSuch adjustment shall be made whenever the relevantsuch Common Stock or Convertible SecuritiesCommon Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 4.19 # in respect of an Exempt Issuance. The CorporationCompany shall notify the Holders of Series C Preferred Stock in writing, no later than the first Trading Day following the issuance of any Common Stock or Convertible Securities constituting a Dilutive Issuance underCommon Stock Equivalents subject to this [Section 5.8.1]Section 4.19 (b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion priceprice, conversion formula and other pricing terms (such notice, athe “Dilutive Issuance Notice”). For purposes of clarification, whether or not the CorporationCompany provides a Dilutive Issuance Notice pursuant to this [Section 5.8.1]Section 4.19 (b), upon the occurrence of any Dilutive Issuance, any Holder exercising its Conversion Rights shallthe Holders will be entitled to receive a number of shares of Common StockConversion Shares based upon the ResetBase Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the ResetBase Conversion Price in the Notice of Conversion.

Adjustment for Subsequent Equity Sales. If, at any time,time while this Note is outstanding, the CorporationMaker sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Convertible Securities (other than Excluded Securities) for, or entitling any Person to acquire shares of Common Stock at,at an effective price per share that is lower than the Series Cthen Conversion Price then in effect (such lower price, the “Reset Series C“Base Conversion Price” and such issuances, collectively, a “Dilutive Issuances”Issuance”) (it being understood and agreed that if any(if the holder of the Common Stock or Convertible Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lesslower than the Series C Conversion Price, such issuance shall be deemed to have occurred for less than the Series C Conversion Price on such date of the Dilutive Issuance at such effective price)Issuance), then the Series C Conversion Price shall be reduced to such lower Reset Series C Conversion Price. Each and any reduction of the Series C Conversion Price hereunderDilutive Issuance price. Such adjustment shall be made whenever the relevantsuch Common Stock or Convertible Securities are issued. The CorporationMaker shall notify the Holders of Series C Preferred StockPayee in writing, no later than the first Trading Day following the issuance of any Common Stock or Convertible Securities constituting a Dilutive Issuance undersubject to this [Section 5.8.1]Section 6(a)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, athe “Dilutive Issuance Notice”). For purposes of clarification, whether or not the CorporationMaker provides a Dilutive Issuance Notice pursuant to this [Section 5.8.1]Section 6(a)(iv), upon the occurrence of any Dilutive Issuance, any Holder exercising its Conversion Rights shall bethe Payee is entitled to receive a number of shares of Common StockShares based upon the ResetBase Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the HolderPayee accurately refers to the ResetBase Conversion Price in the Notice of Conversion. Notwithstanding anything express or implied in the foregoing provisions of this Section 6(a)(iv) to the contrary, no adjustments shall be made, paid or issued under this Section 6(a)(iv) at any time in respect of any Excluded Securities, and the provisions of this Section 6(a)(iv) that are applicable to a Dilutive Issuance shall not be applicable to any Excluded Securities.

Adjustment for Subsequent Equity Sales. If,Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time, the Corporation sellstime this Note is outstanding, shall sell, issue or grantsgrant any Common Stock, option to purchase or sells or grants anyCommon Stock, right to reprice, preferred shares convertible into Common Stock, or otherwise disposes ofdebt, warrants, options or issues (or announces any sale, grantother instruments or securities to Lender or any option to purchasethird party which are convertible into or other disposition), any Common Stockexercisable or Convertible Securities (other than Excluded Securities) for, or entitling any Person to acquireexchangeable for shares of Common Stock at,(collectively, the “Equity Securities”), including without limitation any Deemed Issuance, at an effective price per share that is lowerless than the Series Cthen effective Lender Conversion Price then in effect (such issuance is referred to herein as a “Dilutive Issuance”), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower price,effective price per share. If the “Reset Series C Conversion Price” and such issuances, collectively, “Dilutive Issuances”) (it being understood and agreed that if any holder of the Common Stock or Convertibleany Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, optionsoptions, or rights per share which are issued in connection with such issuance,Dilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Series CLender Conversion Price, such issuance shall be deemed to have occurred for less than the Series CLender Conversion Price on suchthe date of such Dilutive Issuance, and the Dilutive Issuance at suchthen effective price), then the Series CLender Conversion Price shall be reduced and only reduced to equal such lower Reset Series C Conversion Price. Each and any reduction ofeffective price per share. Such adjustments described above to the Series CLender Conversion Price hereundershall be permanent (subject to additional adjustments under this section), and shall be made whenever the relevant Common Stock or Convertiblesuch Equity Securities are issued. The CorporationBorrower shall notify the Holders of Series C Preferred StockLender, in writing, no later than the first Trading Day following the issuance of any Common Stock or ConvertibleEquity Securities constituting a Dilutive Issuance undersubject to this [Section 5.8.1],Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price andprice, or other pricing terms (such notice, a “Dilutivethe “Dilutive Issuance Notice”Notice”). For purposes of clarification,clarity, whether or not the CorporationBorrower provides a Dilutive Issuance Notice pursuant to this [Section 5.8.1],Section 7.1, upon the occurrence of any Dilutive Issuance, any Holder exercising its Conversion Rights shall be entitled to receive a number of shares of Common Stock based upon the Reset Conversion Price on or after the date of such Dilutive Issuance,Issuance the Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether the HolderBorrower or Lender accurately refers to the Resetsuch lower effective price per share in any subsequent Installment Notice or Lender Conversion Price in the Notice of Conversion. Notice.