Subsequent Equity Sales. If, at any time while this Warrant is outstanding, the Company 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 (other than Excluded Securities) (including the issuance or sale 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 to acquire shares of Common Stock (“Additional Shares of Common Stock”) for a consideration per share (the “Base Share Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

Subsequent Equity Sales. If,If Company or any subsidiary thereof, as applicable, at any time and from time to time while this Warrant is outstanding, the Company sellsshall sell or grantsgrant any option to purchasepurchase, or sellssell or grantsgrant any right to reprice, or otherwise disposes ofdispose of, sell or issuesissue (or announcesannounce any offer, sale, grant or any option to purchase or other disposition),disposition of) any Common Stock (other than Excluded Securities) (including any Common Stock issued under the issuanceNote, whether upon any type of conversion or sale ofany Deemed Issuance), debt, warrants, options, preferred shares or other instruments or securities which are convertible into or exercisable for shares of Common Stock owned or held by or for(together herein referred to as “Equity Securities”), at an effective price per share less than the accountExercise Price (such lower price, the “Base Share Price”, and any such issuance, a “Dilutive Issuance”) (if the holder of the Company, but excludingCommon Stock or Equity Securities so issued shall at any Excluded Securitiestime, 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 or sold or deemedin connection with such issuance, be entitled to have been issued or sold) entitling any Person to acquirereceive shares of Common Stock (“Additional Shares of Common Stock”) for a considerationat an effective price per share (the “Base Share Price”)that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then # the Exercise Price shall be reduced and only reduced to equal the Base Share Price, 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 pricenumber 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 or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify Investor, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, 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 Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Investor is entitled to receive the increased number of Warrant Shares provided for in subsection # above at an Exercise Price equal to the Base Share Price regardless of whether Investor 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 in effect immediately prioras reduced pursuant to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to hereinsubsection # above, as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reducedsame may occur from time to an amount price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:time hereunder.

Subsequent Equity Sales. If,If Company or any subsidiary thereof, as applicable, at any time and from time to time while this Warrant is outstanding, the Company sellsshall sell or grantsgrant any option to purchasepurchase, or sellssell or grantsgrant any right to reprice, or otherwise disposes ofdispose of, sell or issuesissue (or announcesannounce any offer, sale, grant or any option to purchase or other disposition),disposition of) any Common Stock (other than Excluded Securities) (including any Common Stock issued under the issuanceNote, whether upon any type of conversion or sale ofany Deemed Issuance), debt, warrants, options, preferred shares or other instruments or securities which are convertible into or exercisable for 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(together herein referred to have been issued or sold) entitling any Person to acquire shares of Common Stock (“Additional Shares of Common Stock”as “Equity Securities”) for a consideration, at an effective price per share (the “Base Share Price”) less than a price equal to the Exercise Price in effect immediately prior(such lower price, the “Base Share Price”, and any such issuance, a “Dilutive Issuance”) (if the holder of the Common Stock or 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 such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

Subsequent Equity Sales. If, at any time while this Warrant is outstanding, the Company sellswarrants, options, or grants any optionrights per share which are issued in connection with such issuance, be entitled 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 (other than Excluded Securities) (including the issuance or sale ofreceive shares of Common Stock owned or held by or forat an effective price per share that is less than the account of the Company, but excluding any Excluded Securities issued or sold orExercise Price, such issuance shall be deemed to have been issuedoccurred for less than the Exercise Price on such date of the Dilutive Issuance), then (a) the Exercise Price shall be reduced and only reduced to equal the Base Share Price, 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 [subsection (a)] 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 or sold) entitling any Person to acquire sharesother section of this Warrant). Such adjustments shall be made whenever such Common Stock (“Additionalor Equity Securities are issued. Company shall notify Investor, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, 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 Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Investor is entitled to receive the increased number of Warrant Shares provided for in [subsection (b)] above at an Exercise Price equal to the Base Share Price regardless of Common Stock”) forwhether Investor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a consideration per share (the “Base Share Price”) less thanDilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a price equalreference to the Warrant Shares as increased pursuant to [subsection (b)] above, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price in effect immediately prioras reduced pursuant to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein[subsection (a)] above, as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reducedsame may occur from time to an amount price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:time hereunder.

Subsequent Equity Sales. If,Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, the Company sellsshall sell 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 (other than Excluded Securities) (includingShares or securities entitling any person or entity (which, for purposes of clarification, shall not include an Common Shares issued to the issuance or saleHolder pursuant to # any other security of shares of Common Stock owned orthe Company currently held by or for the accountHolder, # any other security of the Company,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 excludingnot 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 Excluded Securities issuedtime while such Common Shares or sold orCommon Share Equivalents are in existence, such issuance shall be deemed to have been issued or sold) entitling any Person to acquire shares of Common Stock (“Additional Shares of Common Stock”)occurred for a consideration per share (the “Base Share Price”) less than a price equal to the Exercise Price in effect immediately prior toon such issuancedate of the Dilutive Issuance (regardless of whether the Common Shares or saleCommon Share Equivalents are # subsequently redeemed or deemed issuanceretired by the Company after the date of the Dilutive Issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”)# actually converted or exercised at such Base Share Price), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced at the option of the Holder and only reduced to an amountequal 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 (calculatedand 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 nearest one-hundredthBase Share Price in the Notice of a cent) determined in accordance with the following formula:Exercise.

Subsequent Equity Sales. If,Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, the Company sellsshall sell 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 (other than Excluded Securities)or securities (including the issuance or sale of shares ofbut not limited to Common Stock ownedEquivalents) entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to # any other security of the Company currently held by or for the accountHolder, # any other security of the Company,Company issued to Holder on or after the Issuance Date (including but excludingnot limited to the Note), or # any Excluded Securities issued or sold or deemed to have been issued or sold) entitling any Personother agreement entered into between the Company and Holder) to acquire shares of Common Stock (“Additional 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 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”) for a considerationStock at an effective price per share (the “Base Share Price”)which is less than a price equal to the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in effect immediately prior toexistence, such issuance or sale orshall be deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance,have occurred for less than the Exercise Price on such date of the Dilutive 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 in effectthe Exercise Price shall be reduced at the option of the Holder and only reduced to an amountequal 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 Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price (calculatedand other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless of whether # the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance or # the Holder accurately refers to the nearest one-hundredthBase Share Price in the Exercise Notice, the Holder is entitled to receive the Base Share Price at all times on and after the date of a cent) determined in accordance with the following formula:such Dilutive Issuance.

Subsequent Equity Sales. If,Adjustments for Issuance of Additional Securities. If the Company, at any time while this Warrant is outstanding, the Company sellsissue or grantssell any option to purchase or sells or grants any right to reprice, or otherwise disposesadditional shares of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock (otheror Common Stock Equivalents (hereafter defined) (“Additional Shares of Common Stock”), in a transaction other than Excluded Securities) (includingan Exempt Issuance, at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance Price”), then the # Exercise Price upon each such issuance shall be reduced to an amount equal to the greater of the Dilutive Issuance Price or sale$0.30 and # the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basis to the number of shares of Common Stock owned or helddetermined by or formultiplying the accountExercise 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 Company, but excluding any Excluded Securities issued or sold or deemedproduct 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 have been issued or sold) entitling any Person to acquire shares of Common Stock (“Additional Shares of Common Stock”) for a consideration per share (the “Base Share Price”) less than a price equal tosuch Dilutive Issuance, F is the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price thenDilutive Issuance, and G is the Dilutive Issuance Price, the adjustment to the. [number of Warrant Shares can be expressed in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediatelyfollowing formula: Total number of Warrant Shares after such Dilutive Issuance,Issuance = the Exercise Price then in effect shall be reduced to an amount price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:quotient obtained from dividing [E x F] by G.