At any time while the Note or any amounts accrued and payable thereunder remain outstanding, the ​ 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 Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued unless the net proceeds of such issuance are used to immediately pay amounts due hereunder.

Dilutive Issuance. If the Borrower, at any time while thethis Note or any amounts accrued and payable thereunder remaindue hereunder are outstanding, the ​ or any Subsidiary, as applicable,issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchasepurchase, or sells or grants any right to reprice, or otherwise disposes ofof, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents entitling(including, without limitation, upon conversion of this Note, and any Personconvertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other 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 acquirewarrants, 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 lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and eachPrice, such issuance or announcement a “Dilutive Issuance”)shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be immediately reducedreduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock Equivalents are issued unlessat an effective price per share that is lower than the net proceedsthen Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance are usedof securities involving multiple tranches or closings, any adjustment pursuant to immediately pay amounts due hereunder.this [Section 1.6(e)] shall be calculated as if all such securities were issued at the initial closing.

Dilutive Issuance. If the Borrower, at any time while thethis Note or any amounts accrued and payable thereunder remaindue hereunder are outstanding, the ​ or any Subsidiary, as applicable,issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchasepurchase, or sells or grants any right to reprice, or otherwise disposes ofof, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents entitling(including, without limitation, upon conversion of this Note, and any Personconvertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other 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 acquirewarrants, 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 lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and eachPrice, such issuance or announcement a “Dilutive Issuance”)shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be immediately reducedreduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock Equivalents are issued unlessat an effective price per share that is lower than the net proceedsthen Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. Notwithstanding the foregoing, no adjustment will be made under this [Section 1.6(e)] in respect of an Exempt Issuance. In the event of an issuance are usedof securities involving multiple tranches or closings, any adjustment pursuant to immediately pay amounts due hereunder.this [Section 1.6(e)] shall be calculated as if all such securities were issued at the initial closing.

Subsequent Equity Sales. If, at any time while thethis Note or any amounts accrued and payable thereunder remainis outstanding, the ​ or any Subsidiary, as applicable,Maker 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 Common Stock Equivalents(other than Excluded Securities) entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcementissuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock 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 lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price.such lower Dilutive Issuance price. Such adjustment shall be made whenever such Common Stock or Convertible Securities are issued. The Maker shall notify the Payee in writing, no later than the first Trading Day following the issuance of any Common Stock Equivalents are issued unlesssubject to this [Section 6(a)(iv)], indicating therein the net proceedsapplicable 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 Maker provides a Dilutive Issuance Notice pursuant to this [Section 6(a)(iv)], upon the occurrence of any Dilutive Issuance, the Payee is entitled to receive a number of Shares based upon the Base Conversion Price on or after the date of such issuanceDilutive Issuance, regardless of whether the Payee accurately refers to the Base 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 usedapplicable to immediately pay amounts due hereunder.a Dilutive Issuance shall not be applicable to any Excluded Securities.

If the Note or any amounts accrued and payable thereunder remain outstanding, the ​ or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposesholder of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitlingoutstanding on the Original Issue Date or issued after the Original Issuance Date shall at any Persontime, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to acquirewarrants, 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 lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and eacheffect, such issuance or announcement a “Dilutive Issuance”), thenshall be deemed to have occurred for less than the Conversion Price on such date and such issuance shall be immediately reduceddeemed to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued unless the net proceeds of such issuance are used to immediately pay amounts due hereunder.a Dilutive Issuance.