Anti-Dilution. If, at any time while the Preferred 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 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 or with a conversion formula that creates an effective price per share that is lower than the then Conversion Price, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing Date (such lower price or conversion formula, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common 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 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 reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 4.19 # in respect of an Exempt Issuance. The Company shall notify the Holders in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 4.19 (b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formula 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 4.19 (b), upon the occurrence of any Dilutive Issuance, the Holders will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Anti-Dilution.Adjustment for Subsequent Equity Sales. If, at any time whiletime, the Preferred Shares are outstanding, the Company or any Subsidiary, as applicable,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 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 exchangeableConvertible Securities (other than Excluded Securities) for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) entitling any Person to acquire shares of Common Stock at or with a conversion formula that createsat, an effective price per share that is lower than the Series C Conversion Price then Conversion Price, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing Datein effect (such lower price or conversion formula,price, the “Base“Reset Series C Conversion Price” and such issuances, collectively, a “Dilutive Issuance”Issuances”) (if the(it being understood and agreed that if any holder of the Common Stock or Common Stock EquivalentsConvertible 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 lowerless 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)Issuance at such effective price), then the Series C Conversion Price shall be reduced to equal the Basesuch lower Reset Series C Conversion Price. Such adjustmentEach and any reduction of the Series C Conversion Price hereunder shall be made whenever suchthe relevant Common Stock or Common Stock EquivalentsConvertible Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 4.19 # in respect of an Exempt Issuance. The CompanyCorporation 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 Common Stock Equivalents subject toConvertible Securities constituting a Dilutive Issuance under this Section 4.19 (b)[Section 5.8.1], indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formulaprice and other pricing terms (such notice, thea “Dilutive Issuance Notice”). For purposes of clarification, whether or not the CompanyCorporation provides a Dilutive Issuance Notice pursuant to this Section 4.19 (b)[Section 5.8.1], upon the occurrence of any Dilutive Issuance, the Holders willany Holder exercising its Conversion Rights shall be entitled to receive a number of Conversion Sharesshares of Common Stock based upon the BaseReset Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the BaseReset Conversion Price in the Notice of Conversion.

Anti-Dilution. If,Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while the Preferred Shares arethis Warrant is outstanding, the Companyshall sell or any Subsidiary, as applicable, sells or grantsgrant any option to purchasepurchase, or sellssell or grantsgrant any right to reprice, or otherwise disposesdispose of or issuesissue (or announcesannounce any offer, sale, grant or any option to purchase or other disposition), any Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any securitiesperson or entity (for purposes of clarification, including but not limited 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 Subsidiaries which would entitleIssuance Date (including but not limited to the holder thereof to acquire atNote), or # any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertibleagreement entered into or exercisable or exchangeable for, or otherwise entitlesbetween the holder thereof to receive, Common Stock (“Common Stock Equivalents”) entitling any PersonCompany and Holder) to acquire shares of Common Stock at(upon conversion, exercise or with a conversion formula that createsotherwise), at an effective price per share that is lowerless than the then Conversion Price, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing DateExercise Price (such lower price or conversion formula,price, the “Base ConversionShare Price” and such issuances,issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock 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 Stock at an effective price per share thatwhich is lowerless than the Conversion Price,Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the ConversionExercise Price on such date of the Dilutive Issuance)Issuance (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), then the ConversionExercise Price shall be reduced at the option of the Holder and only reduced to equal the Base ConversionShare Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstandingissued, regardless of whether the foregoing, no adjustment will be madeCommon 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 this Section 4.19 # in respect of an Exempt Issuance.the respective Common stock Equivalents). The Company shall notify the HoldersHolder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 4.19 (b)2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formulaprice and other pricing terms (such notice,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 4.19 (b),2(b) upon the occurrence of any Dilutive Issuance, the Holders will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price onIssuance or after the date of such Dilutive Issuance, regardless of whether# the Holder accurately refers to the Base ConversionShare Price in the NoticeExercise Notice, the Holder is entitled to receive the Base Share Price at all times on and after the date of Conversion.such Dilutive Issuance.

Anti-Dilution. If,Dilutive Issuance. If the Borrower, at any time while the Preferred Sharesthis Note or any amounts due hereunder are outstanding, the Company 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 anyother 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 orinto, exercisable or exchangeable for, or otherwise entitlesentitle any person or entity the holder thereofright to receive, Common Stock (“Common Stock Equivalents”) entitling any Person to acquireacquire, shares of Common Stock at(including, without limitation, upon conversion of this Note, and any convertible notes or with a conversion formula that createswarrants 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, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing DatePrice (such lower price or conversion formula,price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if(it being agreed that if the holder of the Common Stock or Common Stock Equivalentsother 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 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 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.at an effective price per share that is lower than the then 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 4.19 #1.6(e) in respect of an Exempt Issuance. The Company shall notifyIn the Holders in writing, no later than the Trading Day following theevent of an issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalents subject to this Section 4.19 (b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formula and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Noticeadjustment pursuant to this Section 4.19 (b), upon1.6(e) shall be calculated as if all such securities were issued at the occurrence of any Dilutive Issuance, the Holders will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.initial closing.

Anti-Dilution. If, at any time while the Preferred 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 any securities of the Company or the Subsidiaries which would entitleIf 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 or with a conversion formula that creates an effective price per share that is lower than the then Conversion Price, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing Date (such lower price or conversion formula, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents sooutstanding on the Original Issue Date or issued after the Original Issuance Date 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,Price then in effect, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Priceand such issuance shall be reduceddeemed to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 4.19 # in respect of an Exempt Issuance. The Company shall notify the Holders in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 4.19 (b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formula 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 4.19 (b), upon the occurrence of any Dilutive Issuance, the Holders will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.Issuance.

Anti-Dilution.Subsequent Equity Sales. If, at any time while the Preferred Shares arethis Note is outstanding, the Company 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 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”)(other than Excluded Securities) entitling any Person to acquire shares of Common Stock at or with a conversion formula that creates an effective price per share that is lower than the then Conversion Price, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing DatePrice (such lower price or conversion formula,price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common 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 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 reduced to equal the Base Conversion Price.such lower Dilutive Issuance price. Such adjustment shall be made whenever such Common Stock or Common Stock EquivalentsConvertible Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 4.19 # in respect of an Exempt Issuance. The CompanyMaker shall notify the HoldersPayee in writing, no later than the first Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 4.19 (b)6(a)(iv), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formulaprice and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the CompanyMaker provides a Dilutive Issuance Notice pursuant to this Section 4.19 (b)6(a)(iv), upon the occurrence of any Dilutive Issuance, the Holders will bePayee is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the HolderPayee 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 applicable to a Dilutive Issuance shall not be applicable to any Excluded Securities.

Anti-Dilution. If,Dilutive Issuance. If the Borrower, at any time while the Preferred Sharesthis Note or any amounts due hereunder are outstanding, the Company 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 anyother 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 orinto, exercisable or exchangeable for, or otherwise entitlesentitle any person or entity the holder thereofright to receive, Common Stock (“Common Stock Equivalents”) entitling any Person to acquireacquire, shares of Common Stock at(including, without limitation, upon conversion of this Note, and any convertible notes or with a conversion formula that createswarrants 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, including but not limited to conversions pursuant to issuances or grants made prior to the First Closing DatePrice (such lower price or conversion formula,price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if(it being agreed that if the holder of the Common Stock or Common Stock Equivalentsother 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 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 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. Notwithstandingat an effective price per share that is lower than the foregoing, no adjustment will be made under this Section 4.19 #then 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 respectperpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an Exempt Issuance. The Company shall notify the Holders in writing, no later than the Trading Day following the issuance of securities involving multiple tranches or closings, any Common Stock or Common Stock Equivalents subject to this Section 4.19 (b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, conversion formula and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Noticeadjustment pursuant to this Section 4.19 (b), upon1.6(e) shall be calculated as if all such securities were issued at the occurrence of any Dilutive Issuance, the Holders will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.initial closing.