Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or securities entitling any person or entity (which, for purposes of clarification, shall not include an Common Shares issued to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date, or # any other agreement entered into between the Company and Holder) to acquire Common Shares (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Shares or Common Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), 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 or potentially entitled to receive Common Shares at an effective price per share which is less than the Exercise Price at any time while such Common Shares or Common Share Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Shares or Common Share Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Shares or Common Share Equivalents subject to this [Section 2(b)], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this [Section 2(b)], upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common SharesStock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (which, for(for purposes of clarification, shallincluding but not include an Common Shares issuedlimited to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date,Date (including but not limited to the Note), or # any other agreement entered into between the Company and Holder) to acquire shares of Common SharesStock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common SharesStock or Common ShareStock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), 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 or potentially entitled to receive shares of Common SharesStock at an effective price per share which is less than the Exercise Price at any time while such Common SharesStock or Common ShareStock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common SharesStock or Common ShareStock Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common SharesStock or Common ShareStock Equivalents subject to this [Section 2(b)], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless of whether or not# the Company provides a Dilutive Issuance Notice pursuant to this [Section 2(b)], upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whetheror # the Holder accurately refers to the Base Share Price in the NoticeExercise Notice, the Holder is entitled to receive the Base Share Price at all times on and after the date of Exercise.such Dilutive Issuance.

Subsequent Equity Sales. If the Company or any Subsidiarysubsidiary thereof, as applicable, at any time and from time to time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose ofof, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition)disposition of) any Common SharesStock (including any Common Stock issued under the Note, whether upon any type of conversion or any Deemed Issuance), debt, warrants, options, preferred shares or other instruments or securities entitling any personwhich are convertible into or entity (which,exercisable for purposesshares of clarification, shall not include an Common Shares issuedStock (together herein referred to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date, or # any other agreement entered into between the Company and Holder) to acquire Common Shares (upon conversion, exercise or otherwise)as “Equity Securities”), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price”, and any such issuances collectively,issuance, a “Dilutive Issuance”) (if the holder of the Common SharesStock or Common Share EquivalentsEquity Securities so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), 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, be entitled or potentially entitled to receive shares of Common SharesStock at an effective price per share whichthat is less than the Exercise Price at any time while such Common Shares or Common Share Equivalents are in existence,Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Shares or Common Share Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price)Issuance), then # the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. ThePrice, and # the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Investor could purchase hereunder for an aggregate Exercise Price, as reduced pursuant to subsection # above, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price, provided that the increase in the number of Exercise Shares issuable under this Warrant made pursuant to this [Section 5.3] shall not at any time exceed a number equal to five (5) times the number of Exercise Shares issuable under this Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder shall only apply to adjustments made pursuant to this [Section 5.3] and shall not apply to adjustments made pursuant to [Sections 5.1, 5.2]2] or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify the HolderInvestor, in writing, no later than the Trading Day following the issuance of any Common SharesStock or Common Share EquivalentsEquity Securities subject to this [Section 2(b)]5.3], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price andprice, or other pricing terms (such noticenotice, the “Dilutive Issuance Notice”). Dilutive Issuance Notices shall be in the form set forth in [Section 6] below. For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this [Section 2(b)]5.3], upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the HolderIssuance, Investor is entitled to receive athe increased number of Warrant Shares based uponprovided for in subsection # above at an Exercise Price equal to the Base Share Price regardless of whether the HolderInvestor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to subsection # above, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to subsection # above, as the same may occur from time to time hereunder.

warrants, optionsoptions, or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common SharesStock at an effective price per share whichthat is less than the Exercise Price at any time while such Common Shares or Common Share Equivalents are in existence,Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Shares or Common Share Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price)Issuance), then (a) the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. ThePrice, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Investor could purchase hereunder for an aggregate Exercise Price, as reduced pursuant to ​ above, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price, provided that the increase in the number of Exercise Shares issuable under this Warrant made pursuant to this [Section 5.3] shall not at any time exceed a number equal to three (3) times the number of Exercise Shares issuable under this Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder shall only apply to adjustments made pursuant to this [Section 5.3] and shall not apply to adjustments made pursuant to [Sections 5.1, 5.2]2] or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify the HolderInvestor, in writing, no later than the Trading Day following the issuance of any Common SharesStock or Common Share EquivalentsEquity Securities subject to this [Section 2(b)]5.3], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price andprice, or other pricing terms (such noticenotice, the “Dilutive“Dilutive Issuance Notice”Notice”). Dilutive Issuance Notices shall be in the form set forth in [Section 6] below. For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this [Section 2(b)]5.3], upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the HolderIssuance, Investor is entitled to receive athe increased number of Warrant Shares based uponprovided for in ​ above at an Exercise Price equal to the Base Share Price regardless of whether the HolderInvestor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to ​ above, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to ​ above, as the same may occur from time to time hereunder.

Subsequent Equity Sales. If, at any time while this Warrant is outstanding, shall sellthe Company sells or grantgrants any option to purchase,purchase or sellsells or grantgrants any right to reprice, or otherwise disposedisposes of or issueissues (or announceannounces any offer, sale, grant or any option to purchase or other disposition), any Common SharesStock (other than Excluded Securities) (including the issuance or securitiessale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) entitling any person or entity (which,Person to acquire shares of Common Stock (“Additional Shares of Common Stock”) for purposes of clarification, shall not include an Common Shares issueda consideration per share (the “Base Share Price”) less than a price equal to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date, or # any other agreement entered into between the Company and Holder) to acquire Common Shares (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such lower price,Exercise Price then in effect is referred to herein as the “Base Share“Applicable Price” and such issuances collectively,) (the foregoing a “Dilutive Issuance”) (if the holder of the Common Shares or Common Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection withthen immediately after such issuance, be entitled or potentially entitled to receive Common Shares at an effective price per share which is less thanDilutive Issuance, the Exercise Price at any time while such Common Shares or Common Share Equivalents arethen in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Shares or Common Share Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price), then the Exercise Priceeffect shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Shares or Common Share Equivalents subject to this [Section 2(b)], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversionan amount price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this [Section 2(b)], upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers(calculated to the Base Share Pricenearest one-hundredth of a cent) determined in accordance with the Notice of Exercise.following formula:

Adjustments to Exercise Price.for Issuance of Additional Securities. If the Company or any Subsidiary thereof, as applicable,Company, at any time while this Warrant is outstanding, shall sell or grant any option to purchase,issue or sell any additional shares of Common Stock or grant any right to reprice, or otherwise disposeCommon Stock Equivalents (hereafter defined) (“Additional Shares of or issue (or announce any offer, sale, grant or any option to purchase orCommon Stock”), in a transaction other disposition) any Common Shares or securities entitling any person or entity (which, for purposes of clarification, shall not includethan an Common Shares issued to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date, or # any other agreement entered into between the Company and Holder) to acquire Common Shares (upon conversion, exercise or otherwise),Exempt Issuance, at an effectivea price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively,then in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance”Issuance Price”) (if, then the holder of the Common Shares or Common Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), 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 or potentially entitled to receive Common Shares at an effective price per share which is less than the# Exercise Price at any time while such Common Shares or Common Share Equivalents are in existence,upon each such issuance shall be deemedreduced to have occurred for less thanan amount equal to the Exercise Price on such dategreater of the Dilutive Issuance (regardless of whetherPrice or ​ and # the Common Shares or Common Share Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Shares or Common Share Equivalents subject to this [Section 2(b)], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this [Section 2(b)], upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers(excluding Warrant Shares previously exercised) shall be increased on a full ratchet basis to the Base Sharenumber of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the NoticeDilutive Issuance Price, the adjustment to the. [number of Exercise.Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.