Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Subject to the limitations herein and in the Plan, a Participant’s Purchase Right will permit the purchase of the number of ADSs purchasable with up to 15% of such Participant’s Earnings paid during the Offering, beginning as of the date such Participant first commences participation in that Offering. In the case of a payroll date that falls after the Purchase Date of an Offering but prior to the Offering Date of the next new Offering in which the Employee is a Participant, Earnings from such payroll will be included in the new Offering (provided the Eligible Employee continues to participate in the new Offering).

Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with Options granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

Purchase Price. The Committee shall determine the prices, if any, at which Restricted Shares are to be issued to a participant, which may vary from time to time and from participant to participant and which may be below the Fair Market Value of such Restricted Shares at the Date of Grant.

Purchase Securities. The Purchase Securities shall be issued and sold in one or more closings (each, a “Closing”) upon the terms and subject to the conditions described herein. The Purchase Securities to be issued and sold at the initial Closing (the “Initial Closing”) are referred to as the “Initial Closing Purchase Securities” and the Purchase Securities to be issued and sold at the additional Closings (each, an “Additional Closing”) are referred to, in the aggregate, as the “Additional Closing Purchase Securities.”

Purchase Securities. The Purchase Securities have been duly and validly authorized for issuance, sale and delivery pursuant to this Agreement by all necessary partnership action on the part of the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, the Certificate of Designations and the Warrant Agreement, as applicable, the Purchase Securities will be duly and validly issued, fully paid and non-assessable, will not be subject to any preemptive or other similar rights or contractual encumbrances and the Warrants will be convertible at the option of the holders thereof into the Warrant Units in accordance with the Warrant Agreement.

Purchase Notice. At any time during the Commitment Period, ​ may require ​ to purchase Shares by delivering a Purchase Notice to ​, subject to the satisfaction or waiver by ​ of the conditions set forth in ​. ​ shall, in its sole discretion, select the number of Shares, not to exceed the Maximum Purchase Amount (unless otherwise agreed to in writing by ​ and ​), it desires to issue and sell to ​ in each Purchase Notice and the Pricing Period to be used. There shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof. Notwithstanding the foregoing, ​ shall not deliver any Purchase Notices during the PEA Period.

Purchase Price. The purchase price for the Interests shall be the issuance of ​ restricted stock (the "Restricted Stock") to the Partners. All shares for the transaction will be issued upfront, and the Restricted Stock will be subject to a vesting schedule based on the timelines specified below.

Purchase Price. The purchase price for the Shares is $.0025 per share, or ​.