Common use of Subsequent Equity Sales Clause in Contracts

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Fixed Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Fixed Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company Except with respect to Excluded Securities, if Borrower or any Subsidiary subsidiary thereof, as applicable, at any time while this Debenture Note is outstanding, shall offer, sell, issue or grant any Common Stock, option to purchase or offerCommon Stock, sell or grant any right to reprice its securitiesreprice, preferred shares convertible into Common Stock, or otherwise dispose of debt, warrants, options or issue (other instruments or announce any offer, sale, grant securities to Lender or any option to purchase third party which are convertible into or other disposition) any Common Stock exercisable or Common Stock Equivalents entitling any Person to acquire exchangeable for shares of Common StockStock (collectively, the “Equity Securities”), including without limitation any Deemed Issuance, at an effective price per share less than the then effective Lender Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, issuance is referred to herein as a “Dilutive Issuance”), as adjusted hereunder (if then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of the Common Stock or Common Stock Equivalents any 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 warrants, options options, or rights per share which is are issued in connection with such issuanceDilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on such the date of the such Dilutive Issuance), and the then the effective Lender Conversion Price shall be reduced and only reduced to equal the Base Conversion Pricesuch lower effective price per share. Such adjustment adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Common Stock or Common Stock Equivalents Equity Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company Borrower shall notify the Holder Lender, in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents Equity Securities subject to this sectionSection 7.1, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and price, or other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarificationclarity, whether or not the Company Borrower provides a Dilutive Issuance Notice pursuant to this Section 5(b)7.1, upon the occurrence of any Dilutive Issuance, after on the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether the Holder Borrower or Lender accurately refers to the Base such lower effective price per share in any subsequent Redemption Notice or Lender Conversion Price in the Notice of ConversionNotice.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock from the Company or any Subsidiary at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offer, sell, grant the Company sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, sale, grant or any option to purchase or other disposition) ), any Common Stock common stock or Common Stock Equivalents common stock equivalents entitling any Person to acquire shares of Common Stock, common stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (if the holder of the Common Stock common stock or Common Stock Equivalents 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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock common stock at an effective price per share which that is less 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 common stock or Common Stock Equivalents common stock equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued common stock or common stock equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerCompany or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offerreprices or reduce the conversion or exercise price of any outstanding Securities, sell or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue (or announce any offerissues, 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, Stock at an effective price per share less that is lower than the then Conversion Price Price, other than in connection with any Common Stock Equivalents outstanding on the Original Issue Date (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The If Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price that would be in effect at the time of such issuance (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If Except for issuances to Seaside 88 before the Company or any Subsidiary thereofLiquidity Date in accordance with the Seaside Agreement at an effective per share selling price not less than $0.30 (as appropriately and equitably adjusted for stock combinations and similar events), as applicableif, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction or MFN Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, except for issuances contemplated by Section 2(b), shall offer, sell, sell or grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day two Trading Days following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offerthe Parent or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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, subject to adjustment for reverse and forward stock splits and the like. 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 5(b8(b) in respect of an Exempt Issuance. If the Parent enters into a Variable Rate Transaction, the Parent shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. Notwithstanding anything herein to the contrary, this Section 8(b) shall not apply until receipt of the Shareholder Approval pursuant to Nasdaq Listing Rule 5635(d) unless the Parent is not then subject to Nasdaq Listing Rule 5635(d). The Company and the Parent shall notify the Holder Lender in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 8(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Parent provides a Dilutive Issuance Notice pursuant to this Section 5(b8(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Lender 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 Holder Lender accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If Until the Company or any Subsidiary thereofone year anniversary of the Effective Date, as applicable, if at any time during this period while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the one Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) issues any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder (if ) then simultaneously with the holder consummation 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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the each Dilutive Issuance), then Issuance the Conversion Price shall be reduced to equal the Base Conversion Priceand only reduced by applying a broad based weighted average. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedcalculation. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “Base Conversion Price” "BASE CONVERSION PRICE" and such issuances collectively, a “Dilutive Issuance”"DILUTIVE ISSUANCE"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”"DILUTIVE ISSUANCE NOTICE"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company Company, the Issuer or any Subsidiary thereofof either of them, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company Except with respect to Excluded Securities, if Borrower or any Subsidiary subsidiary thereof, as applicable, at any time while this Debenture Note is outstanding, shall offer, sell, issue or grant any Common Stock, option to purchase or offerCommon Stock, sell or grant any right to reprice its securitiesreprice, preferred shares convertible into Common Stock, or otherwise dispose of debt, warrants, options or issue (other instruments or announce any offer, sale, grant securities to Lender or any option to purchase third party which are convertible into or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire exercisable for shares of Common StockStock (collectively, the “Equity Securities”), including without limitation any Deemed Issuance, at an effective price per share less than the then effective Lender Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, issuance is referred to herein as a “Dilutive Issuance”), as adjusted hereunder (if then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of the Common Stock or Common Stock Equivalents any 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 warrants, options options, or rights per share which is are issued in connection with such issuanceDilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on such the date of the such Dilutive Issuance), and the then the effective Lender Conversion Price shall be reduced and only reduced to equal the Base Conversion Pricesuch lower effective price per share. Such adjustment adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Common Stock or Common Stock Equivalents Equity Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company Borrower shall notify the Holder Lender, in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents Equity Securities subject to this sectionSection 7.1, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and price, or other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Borrower provides a Dilutive Issuance Notice pursuant to this Section 5(b)7.1, upon the occurrence of any Dilutive Issuance, after on the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether the Holder Borrower or Lender accurately refers to the Base such lower effective price per share in any Installment Notice or Lender Conversion Price in the Notice of ConversionNotice.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice re-price its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any securities convertible into or exchangeable for shares of Common Stock, or the issuance of any warrants, options, subscription or purchase rights with respect to such convertible or exchangeable securities (“Common Stock Equivalents Equivalents”) entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Purchase Price (such lower price, the “Base Conversion Purchase Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Purchase Price, such issuance shall be deemed to have occurred for less than the Conversion Purchase Price on such date of the Dilutive Issuance), then the Conversion Purchase Price shall be reduced to equal the Base Conversion Purchase 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b)2.4, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled Purchase Price shall be reduced to receive a number of Conversion Shares based upon equal the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of ConversionPurchase Price.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Warrant is outstandingoutstanding and prior to (and including) the closing of the Qualified Offering, shall offer, sell, grant the Company sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Exercise Price (such lower price, the “Base Conversion Exercise Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Conversion then Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced to equal the Base Conversion Exercise 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 5(b2(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 2(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, exercise price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Exercise Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Exercise Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offerBorrower or any Subsidiary, sellas applicable, grant otherwise sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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, subject to adjustment for reverse and forward stock splits and the like. 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 5(b) in respect of an Exempt Issuance. The Company If Borrower enters into a Variable Rate Transaction, despite the prohibition set forth in the Settlement Agreement, Borrower shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. Borrower shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Borrower provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower (after accounting for stock splits and similar adjustments) than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Securities Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower (after accounting for stock splits and similar adjustments) than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securities, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Set Price (such lower price, the “Base Conversion Price” "BASE CONVERSION PRICE" and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder "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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Conversion Set Price, such issuance shall be deemed to have occurred for less than the Conversion Set Price on such date of the Dilutive Issuance), then the Conversion Set 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”"DILUTIVE ISSUANCE NOTICE"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, grant any option to purchase offer or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, offer or 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 StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (it being understood and agreed that 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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such , provided that the Base Share Price shall not be less than $[___ (subject to adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedfor reverse and forward stock splits, recapitalizations and similar transactions following the date of the Underwriting Agreement). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt IssuanceIssuance (as such term is defined in that certain Underwriting Agreement, dated [ ], 2019, between the Company and Maxim Group LLC). The Company shall notify the Holder Holder, in writing, no later than the Business Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Parent or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Fixed Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed 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 5(b) in respect of an Exempt Issuance. The Company Parent shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Parent provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company Except with respect to Excluded Securities, if Borrower or any Subsidiary subsidiary thereof, as applicable, at any time while this Debenture Note is outstanding, shall offer, sell, issue or grant any Common Stock, option to purchase or offerCommon Stock, sell or grant any right to reprice its securitiesreprice, preferred shares convertible into Common Stock, or otherwise dispose of debt, warrants, options or issue (other instruments or announce any offer, sale, grant securities to Lender or any option to purchase third party which are convertible into or other disposition) any Common Stock exercisable or Common Stock Equivalents entitling any Person to acquire exchangeable for shares of Common StockStock (collectively, the “Equity Securities”), including without limitation any Deemed Issuance, at an effective price per share less than the then effective Lender Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, issuance is referred to herein as a “Dilutive Issuance”), as adjusted hereunder (if then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of the Common Stock or Common Stock Equivalents any 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 warrants, options options, or rights per share which is are issued in connection with such issuanceDilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on such the date of the such Dilutive Issuance), and the then the effective Lender Conversion Price shall be reduced and only reduced to equal the Base Conversion Pricesuch lower effective price per share. Such adjustment adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Common Stock or Common Stock Equivalents Equity Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company Borrower shall notify the Holder Lender, in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents Equity Securities subject to this sectionSection 16.1, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and price, or other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarificationclarity, whether or not the Company Borrower provides a Dilutive Issuance Notice pursuant to this Section 5(b)16.1, upon the occurrence of any Dilutive Issuance, after on the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether the Holder Borrower or Lender accurately refers to the Base such lower effective price per share in any subsequent Redemption Notice or Lender Conversion Price in the Notice of ConversionNotice.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offer, sell, grant the Company sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, sale, grant or any option to purchase or other disposition) ), any Common Stock or Common Stock Equivalents equivalents entitling any Person to acquire shares of Common Stock, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (if the holder of the Common Stock or Common Stock Equivalents 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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other dispositiondisposition of) any Common Stock Stock, preferred shares convertible into Common Stock, or Common Stock Equivalents entitling any Person to acquire debt, warrants, options or other instruments or securities which are convertible into or exercisable for shares of Common StockStock (together herein referred to as “Equity Securities”), at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances issuance collectively, a “Dilutive Issuance”), as adjusted hereunder ) (if the holder of the Common Stock or Common Stock Equivalents 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 warrants, options options, or rights per share which is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then then, the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents Equity Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents Equity Securities subject to this sectionSection 5.3, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and price, or other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b)5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion the Adjusted Warrant Shares based upon at an Exercise Price equal to the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offerother than in connection with an Exempt Issuance the Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is 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 Price. For avoidance of doubt in the Notice event of Conversionan issuance of securities (including convertible promissory notes, debentures, warrants or like securities), involving multiple tranches or other multiple closings the anti-dilution adjustment shall be calculated as if all of the securities were issued at the first closing for such sale.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) issues any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder (if ) then simultaneously with the holder consummation 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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the each Dilutive Issuance), then Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. Such and only reduced by applying a broad based weighted average adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedcalculation. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Set Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Set Price, such issuance shall be deemed to have occurred for less than the Conversion Set Price on such date of the Dilutive Issuance), then the Conversion Set 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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, but in no event less than $0.23 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date). 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the adjustment of the Dilutive Issuance), then then, the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents Stock, subject to this section, indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Note is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Preferred Stock is outstanding, shall offerthe Corporation or any Subsidiary, sell, grant as applicable sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose of sells or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance 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 5(b7(b) in respect of an Exempt Issuance, provided however for the purposes of this sentence the Amended and Restated Debentures shall not be deemed an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company Corporation shall notify the Holder Holders in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 7(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Corporation provides a Dilutive Issuance Notice pursuant to this Section 5(b7(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is Holders are 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 a Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstandingoutstanding and has not been paid by Maturity Date, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. Notwithstanding anything in this Warrant to the contrary, the provisions of this Section 3(b) shall be subject to shareholder approval. If any provision of this Warrant is deemed to violate the rules of the Nasdaq Stock Market, regardless of the receipt of shareholder approval, such provision shall be amended, without further action by the Company or the Holder, to comply with the Nasdaq Stock Market Rules. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, 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 StockEquivalents, at an effective price per share less than the Exercise Price then Conversion Price in effect, excluding Exempt Issuances (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (it being understood and agreed that 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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Business Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice terms. Notwithstanding the “Dilutive Issuance Notice”). For purposes foregoing, the issuance of clarification, whether any Common Stock or Common Stock pursuant to the Waiver Agreements shall not the Company provides be deemed a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary ------------------------- thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securities, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such --------------------- issuances collectively, a “"Dilutive Issuance”), as adjusted hereunder ") (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “"Dilutive Issuance Notice”"). For purposes of clarification, -------------------------- whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Set Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Set Price, such issuance shall be deemed to have occurred for less than the Conversion Set Price on such date of the Dilutive Issuance), then the Conversion Set 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Debenture is outstanding, shall sell, publicly offer, sell, grant any option to purchase or publicly offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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, provided, however, prior to the date the Company obtains Shareholder Approval in accordance with the rules and regulations of the Trading Market, in no event shall the Conversion Price be adjusted under this Section 5(b) to less than $2.36, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Debenture. 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 5(b) in respect of an Exempt IssuanceIssuance or in respect of shares of Common Stock issued in a firm commitment underwritten public offering with a nationally recognized and reputable investment bank with gross proceeds of at least $10,000,000. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, except for issuances contemplated by Section 2(b), shall offer, sell, sell or grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Price” "BASE SHARE PRICE" and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder "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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day two Trading Days following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”"DILUTIVE ISSUANCE NOTICE"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securities, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the fifth Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If Any time after the date that Shareholder Approval has been obtained and deemed effective, if the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, 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 StockEquivalents, at an effective price per share less than the then Conversion Per Warrant Share Purchase Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (it being understood and agreed that 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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less than the Conversion Price, such Per Warrant Share Purchase Price (as set forth in the Purchase Agreement)(such issuance shall be deemed to have occurred for less than the Conversion Per Warrant Share Purchase Price on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the Conversion Price consummation of each Dilutive Issuance the number of Warrant Shares issuable hereunder shall be reduced increased such that the number of Warrant Shares issuable hereunder shall equal (i) the Per Warrant Share Purchase Price multiplied by the number of Warrant Shares issuable hereunder immediately prior to equal the such Dilutive Issuance divided by (ii) Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder Holder, in writing, no later than the Business Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

Subsequent Equity Sales. [DELETE PROVISION IF HOLDER DID NOT PUT IN THEIR PRO-RATA SHARE UNDER THE DEBENTURE AND WARRANT PURCHASE AGREEMENT] If the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreements, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. Such , provided that the Base Conversion Price shall not be less than $1.11 (subject to adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedfor reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Note is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “Base Conversion Price” "BASE CONVERSION PRICE" and such issuances collectively, a “Dilutive Issuance”"DILUTIVE ISSUANCE"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”"DILUTIVE ISSUANCE NOTICE"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the two Business Day Days following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securities, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”), as adjusted hereunder ") (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “"Dilutive Issuance Notice”"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securities, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” "BASE CONVERSION PRICE" and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder "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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”"DILUTIVE ISSUANCE NOTICE"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is Debentures are outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person as of the date of issuance of such Common Stock or Common Stock Equivalents to acquire shares of Common Stock, at an effective price per share less than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 otherwiseotherwise (other than in connection with a stock dividend, stock split, combination or similar event), or due to warrants, options or rights per share which is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date as of the Dilutive Issuanceeffective date on which such entitlement accrues), 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If (a) From the date hereof until the 24-month anniversary thereof, if the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, sale, grant or any option to purchase or other disposition) ), any Common Stock or Common Stock Equivalents entitling any Person (except as to any Person set forth on Schedule 4.5 hereto) to acquire shares of Common Stock, Stock at an effective price per share less that is lower than the then Conversion Price or Exercise Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Conversion Price or Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Price or Exercise Price on such date of the Dilutive Issuance), then the Conversion Price or Exercise 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder Purchaser in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 4.5(a), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b4.5(a), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Purchaser is entitled to receive a number of Conversion Shares or Warrant Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder Purchaser accurately refers to the Base Conversion Price in the Notice of Conversion.Conversion or Notice of Exercise. For the avoidance of doubt, this Section 4.5(a) shall apply only so long as the Note has not been repaid

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offer, sell, grant the Maker sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 Pricesuch lower Dilutive Issuance price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents Convertible Securities are issued. Notwithstanding Subject to Section 8(c) of the foregoingPurchase Agreement, no adjustment will if the Maker enters into a Variable Rate Transaction (as defined in the Purchase Agreement), the Maker shall be made under this Section 5(b) in respect of an Exempt Issuancedeemed to have issued Common Stock at the lowest possible conversion price at which such securities may be converted or exercised. The Company Maker shall notify the Holder Payee in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 6(a)(4), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Maker provides a Dilutive Issuance Notice pursuant to this Section 5(b6(a)(4), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Payee 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 Holder Payee accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableCompany, at any time while this Debenture is outstandingprior to the Termination Date, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securitiesreprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities convertible into or exerciseable or exchangeable for Common Stock Equivalents (“Common Stock Equivalents”) entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. Such , provided that the Base Conversion Price shall not be less than $___1 (subject to adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedfor reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securities, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 and only 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Note is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If If, at any time from the Original Issue Date until the date that is the 12 month anniversary of the Effective Date, the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances issuances, collectively, a “"Dilutive Issuance”), as adjusted hereunder ") (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “"Dilutive Issuance Notice”"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. Such , provided that the Base Conversion Price shall not be less than $1.121 (subject to adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedfor reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.”

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price that would be in effect at the time of such issuance (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt Issuance. .The Company shall notify the Holder in writing, no later than the 1 Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is Debentures are outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Set Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Set Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive IssuanceSet Price), then the Set Price and Minimum Conversion Price shall be reduced to equal equal, as to the Set Price, the Base Conversion Price and as to the Minimum Conversion Price, the Minimum Conversion Price less the difference between the Set Price immediately prior to the Dilutive Issuance and 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Shares based upon the Conversion Price using the Base Conversion Price regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. Such , provided that the Base Conversion Price shall not be less than $0.45 (subject to adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issuedfor reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Fixed Conversion Price (such lower price, the “"Base Conversion Price” " and such issuances issuances, collectively, a “"Dilutive Issuance”), as adjusted hereunder ") (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “"Dilutive Issuance Notice”"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Sales. If If, at any time following the six (6) month anniversary of the Original Issue Date (or, in the event of an Included Financing (as defined below) only, at any time following the Original Issue Date), the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt IssuanceIssuance or that will result in an adjustment to the Conversion Price to less than $0.47 (subject to adjustment for forward and reverse stock splits, recapitalizations and similar transactions after the Original Issue Date). If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion. For purposes herein, an “Included Financing” means any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents in a financing transaction in which either (i) the aggregate gross proceeds to the Company exceeds $5,000,000 or (ii) the effective purchase price per share of Common Stock is less than $0.40 (subject to adjustment for reverse and forward stock splits, recapitalizations and other transactions).

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 5(b) in respect of an Exempt IssuanceIssuance (as defined in the Purchase Agreement). The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is 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 ConversionPrice.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture Note is outstanding, shall offer, sell, grant the Maker sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 Pricesuch lower Dilutive Issuance price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents Convertible Securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company Maker shall notify the Holder Payee in writing, no later than the Business first Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 6(a)(iv), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company Maker provides a Dilutive Issuance Notice pursuant to this Section 5(b6(a)(iv), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Payee 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 Holder 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 applicable to a Dilutive Issuance shall not be applicable to any Excluded Securities.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall offer, sell, sell or grant any option to purchase purchase, or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances issuances, subject to the proviso below regarding Exempt Issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Exercise Price on such date of the Dilutive Issuance), then the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price. Such adjustment , but the number of Warrant Shares issuable hereunder shall be made whenever such Common Stock or Common Stock Equivalents are issuednot be increased. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 3(b), indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Debenture Warrant is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, 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 less than the then Conversion Exercise Price (such lower price, the “"Base Conversion Share Price” " and such issuances collectively, a “"Dilutive Issuance”"), as adjusted hereunder (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 is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive IssuanceExercise Price), then then, the Conversion Exercise Price shall be reduced to equal the Base Conversion Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of 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 5(b3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. If (a) From the date hereof until the 15-month anniversary thereof, if the Company or any Subsidiary thereofSubsidiary, as applicable, at any time while this Debenture is outstanding, shall offer, sell, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, sale, grant or any option to purchase or other disposition) ), any Common Stock or Common Stock Equivalents entitling any Person (except as to any Person set forth on Schedule 4.13 hereto) to acquire shares of Common Stock, Stock at an effective price per share less that is lower than the then Conversion Price or Exercise Price (such lower price, the “Base Conversion Price” and such issuances issuances, collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less lower than the Conversion Price or Exercise Price, such issuance shall be deemed to have occurred for less than the Conversion Price or Exercise Price on such date of the Dilutive Issuance), then the Conversion Price or Exercise 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder Purchaser in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 4.13(a), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b4.13(a), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder Purchaser is entitled to receive a number of Conversion Shares or Warrant Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder Purchaser accurately refers to the Base Conversion Price in the Notice of Conversion.Conversion or Notice of Exercise. For the avoidance of doubt, this Section 4.13(a) shall apply only so long as the Note has not been repaid

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicableIf, at any time while this Debenture is outstanding, shall offerthe Company or any Subsidiary, sellas applicable, grant sells or grants any option to purchase or offer, sell sells or grant grants any right to reprice its securitiesreprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, 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, Stock at an effective price per share less that is lower than the then Conversion Price (such issuances, collectively, a “Dilutive Issuance” and such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder ) (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 is are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which that is less 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 and only 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 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Business Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this sectionSection 5(b), indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms (such notice notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder 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 Holder accurately refers to the Base Conversion Price in the Notice of Conversion.