Common use of Dilutive Issuance Clause in Contracts

Dilutive Issuance. If the Company, at any time during the Pricing Period or seven (7) Business Days following the delivery of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price, provided that the Excluded Issuances (as defined in the Warrants) shall not be deemed a Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price shall be effected through (including but not limited to a conversion price with a discount that varies with the issuance by trading prices of or quotations for the Company Common Stock), then the Holder has the right to reduce the Investor Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of that number or quotations for the Common Stock) in perpetuity regardless of additional shares (whether the “Drawdown Notice Dilution Shares”) equal to the difference between the number holder of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made such convertible promissory note ever effectuated a conversion at the adjusted Base Drawdown Conversion Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyIf, at any time during when this Note is issued and outstanding, the Pricing Period Borrower issues or seven (7) Business Days following the delivery sells, or in accordance with this section hereof is deemed to have issued or sold, any shares of a Drawdown Notice, issues, sells or grants any Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock Equivalents at an effective price per share that is lower than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then immediately upon the Purchase Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance. Such adjustments described above to the Conversion Price shall be reduced, at the option of the Investor, permanent (subject to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Sharesadjustments under this section). In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board of directors shall in good faith determine and implement an issuance appropriate adjustment in the Conversion Price so as to protect the rights of securities involving multiple tranches or closingsLender, any provided that no such adjustment pursuant to this Section 2.3 will increase the Conversion Price. The Borrower shall be calculated as if all such securities were deemed to have issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to officers purchase Common Stock or directors Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the Company pursuant preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options. Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any stock manner issues or option sells any Convertible Securities, whether or similar equity incentive plan duly adopted not immediately convertible, and the price per share for which Common Stock is issuable upon such purpose and conversion or exchange is less than the Conversion Price then in effect as effect, then the Conversion Price shall be equal to such price per share. For the purposes of the date of this Agreement; preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (b1) securities issued pursuant to a mergerthe total amount, consolidationif any, acquisition received or similar business combination, but shall not include a transaction in which receivable by the Company is issuing securities primarily Borrower as consideration for the purpose issuance or sale of raising capital all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (2) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to an entity whose primary business is investing in securities; the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3exchange of such Convertible Securities.

Dilutive Issuance. If the CompanyBorrower, at any time during within 60 days of the Pricing Period or seven (7) Business Days following the delivery of a Drawdown NoticeIssue Date, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or Common Stock Equivalents warrants outstanding as of or within 60 days of the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. If the Company enters into a Variable Rate Transaction within 60 days of the Issue Date, 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 price per share at which such securities could be issued in connection with such Variable Rate Transaction. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. Notwithstanding the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been foregoing, no adjustment will be made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (iiunder this Section 1.6(e) in the event that respect of an Exempt Issuance or issuance made more than ten (10) Business Days have passed since 60 days from the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution SharesIssue Date. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. By way of example, and for the issuance by avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the Investor holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that number is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of additional shares or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the “Drawdown Notice Dilution Shares”trading prices of or quotations for the Common Stock) equal to in perpetuity regardless of whether the difference between the number holder of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made such convertible promissory note ever effectuated a conversion at the adjusted Base Drawdown Conversion Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 1.6(e) in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. By way of example, and for the issuance by avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the Investor holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that number is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of additional shares or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the “Drawdown Notice Dilution Shares”trading prices of or quotations for the Common Stock) equal to in perpetuity regardless of whether the difference between the number holder of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made such convertible promissory note ever effectuated a conversion at the adjusted Base Drawdown Conversion Price. Such Drawdown Notice Dilution Shares shall Notwithstanding the foregoing, no adjustment will be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (iimade under this Section 1.6(e) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive respect of an Exempt Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyCompany or any subsidiary thereof, as applicable, at any time during while this Note is outstanding or the Pricing Period Holder holds any Conversion Shares, shall sell or seven grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (7or announce any offer, sale, grant or any option to purchase or other disposition) Business Days following the delivery of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents, at an effective price per share less than the Fixed Conversion Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (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 are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is lower less than the Purchase Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price (on such lower date of the Dilutive Issuance at such effective price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then simultaneously with the Purchase consummation of each Dilutive Issuance the Fixed Conversion Price shall be reduced, at reduced and only reduced to equal the option lower of the Investor, to a price equal to (i) the Base Drawdown PriceShare Price and (ii) the lowest VWAP in the five (5) days immediately following such Dilutive Issuance. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, whenever such Common Stock or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the InvestorCommon Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 2.3 5(c) in respect of an Exempt Issuance. An “Exempt Issuance” The Company shall mean notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of (a) shares of any Common Stock or Common Stock Equivalents subject to this Section 5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other securities to officers pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or directors of not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any stock or option or similar equity incentive plan duly adopted for such purpose and Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in effect as the Notice of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which Conversion. If the Company is issuing enters into a Variable Rate Transaction, despite the prohibition thereon in the Securities 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 primarily for the purpose of raising capital may be converted or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3exercised.

Dilutive Issuance. If From the Companydate the Stockholder Approval is obtained and deemed effective until the date of the one-year anniversary of the Effective Date, at if the Company or any time during the Pricing Period or seven (7) Business Days following the delivery of a Drawdown NoticeSubsidiary, issuesas applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Purchase then Conversion Price on the date the Stockholder Approval is obtained and deemed effective (the “Effective Conversion Price” and such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (provided, 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 are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Effective Conversion Price, such issuance shall be deemed to have occurred for less than the Effective Conversion Price on such date of the Dilutive Issuance), then the Purchase Price Company shall be reduced, at promptly (but in any event within three (3) Trading Days following the option closing of a Dilutive Issuance) issue an additional number of shares of Common Stock (“Additional Shares”) to each Purchaser (including the Lead Investor or any member of the Investor, to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance LI Group designated in writing by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”Lead Investor) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option eitherof: (i) at the next subsequent Drawdown Notice Date pursuant number of Conversion Shares that would have been issued if the Conversion Price was equal to a Drawdown Notice delivered by the Company, or Base Conversion Price on the date the Stockholder Approval was obtained and deemed effective minus (ii) the sum of (a) the number of Conversion Shares actually issued in respect of the event that more than ten shares of Preferred Stock purchased by such Purchaser pursuant to this Agreement plus (10b) Business Days have passed since the last Drawdown Notice Date number of Additional Shares issued to such Purchaser (including the Lead Investor or the relevant Lead Investor’s designee) in connection with a prior Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Sharesif any. In the event of an issuance of securities involving multiple tranches or closings, any Such adjustment pursuant to this Section 2.3 shall be calculated as if all made whenever such securities were issued at the initial closing. For the avoidance of doubt, each adjustment Common Stock or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the InvestorCommon Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will Exempt Issuance shall be made under this Section 2.3 deemed to be a Dilutive Issuance and the Base Conversion shall not be less than $0.40. The Company shall notify each Purchaser in respect of an Exempt Issuance. An “Exempt Issuance” shall mean writing, no later than the Trading Day following the issuance of (a) shares of any Common Stock or Common Stock Equivalents subject to this Section 4.19, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other securities to officers pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or directors of not the Company provides a Dilutive Issuance Notice pursuant to this Section 4.19, upon the occurrence of any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued Dilutive Issuance, each Purchaser is entitled to receive Additional Shares pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.34.19.

Dilutive Issuance. If the CompanyCompany or any subsidiary thereof, as applicable, at any time during while this Note is outstanding or the Pricing Period Holder holds any Conversion Shares, shall sell or seven grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (7or announce any offer, sale, grant or any option to purchase or other disposition) Business Days following the delivery of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents, at an effective price per share less than the Fixed Conversion Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (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 are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is lower less than the Purchase Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price (on such lower date of the Dilutive Issuance at such effective price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then simultaneously with the Purchase consummation of each Dilutive Issuance the Fixed Conversion Price shall be reduced, at reduced and only reduced to equal the option lower of the Investor, to a price equal to (i) the Base Drawdown PriceShare Price and (ii) the lowest VWAP in the five (5) days immediately following such Dilutive Issuance. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, whenever such Common Stock or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the InvestorCommon Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 2.3 5(c) in respect of an Exempt IssuanceIssuance or any Excluded Securities. An “Exempt Issuance” The Company shall mean notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of (a) shares of any Common Stock or Common Stock Equivalents subject to this Section 5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other securities to officers pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or directors of not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any stock or option or similar equity incentive plan duly adopted for such purpose and Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in effect as the Notice of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which Conversion. If the Company is issuing enters into a Variable Rate Transaction, despite the prohibition thereon in the Securities 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 primarily for the purpose of raising capital may be converted or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3exercised.

Dilutive Issuance. If the Company, at any time during the Pricing Period or seven (7) Business Days following the delivery of a Drawdown Noticewhile this Note is outstanding, issues, sells or grants (or has issued, sold or granted as of the issue date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant of any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or that otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents Stock, in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, or exchange prices or otherwise, due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. If the Company enters into a variable rate transaction the Company shall be deemed to have issued Common Stock pursuant to this provision at the lowest possible price per share at which such securities could be issued in connection with such variable rate transaction. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. Notwithstanding the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been foregoing, no adjustment will be made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (iiunder this Section 3(e) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive respect of an Exempt Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 3(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. By way of example, and for the issuance by avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the Investor holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that number is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of additional shares or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the “Drawdown Notice Dilution Shares”trading prices of or quotations for the Common Stock) equal to in perpetuity regardless of whether the difference between the number holder of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made such convertible promissory note ever effectuated a conversion at the adjusted Base Drawdown Conversion Price. Such Drawdown Notice Dilution Shares shall Notwithstanding the foregoing, no adjustment will be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (iimade under this Section 1.6(e) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive respect of an Exempt Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding anything herein to the contrary, this Section 1.6(e) shall not apply to the issuance, sale, grant, or disposition of any shares of Common Stock underlying the (i) the common stock purchase warrant issued on or around February 9, 2018 to purchase 324,586 fully paid and non-assessable shares (the “First Warrant”), (ii) secured convertible promissory note in the original principal amount of $1,655,000.00 issued by the Borrower on or around August 7, 2018 (the “First Note”), (iii) secured convertible promissory note in the original principal amount of $775,000.00 issued by the Borrower on or around October 15, 2018 (the “Second Note”), (iv) the common stock purchase warrant issued in connection with the Second Note on or around October 15, 2018 to purchase $387,500 in common stock (the “Second Warrant”, and together with the First Warrant, the “Select Outstanding Warrants”), (v) secured convertible promissory note in the original principal amount of $1,105,000.00 issued by the Borrower on or around July 22, 2019 (the “Third Note”), and (vi) secured convertible promissory note in the original principal amount of $555,000.00 issued by the Borrower on or around January 30, 2020 (the “Fourth Note”, and together with the First Note, Second Note, and Third Note, the “Secured Notes”), unless the Borrower fails to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder on three (3) separate occasions. For the avoidance of doubt, each adjustment or readjustment of if the Purchase Price Borrower fails to timely pay an Amortization Payment (as a result of the events described defined in this Note) under this Note to Holder on three (3) separate occasions (for the avoidance of doubt, the aforementioned three (3) separate occasions do not need to be consecutive), this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing1.6(e) shall, no adjustment will be made in addition to all other applications under this Section 2.3 1.6(e), also apply to the issuance, sale, grant, or disposition of any shares of Common Stock underlying the Secured Notes and Select Outstanding Warrants during the period beginning on the date of the third such occasion that the Borrower failed to timely pay an Amortization Payment (as defined in respect of an Exempt Issuancethis Note) under this Note to Holder and ending on the date that this Note is extinguished in its entirety. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as purpose, by a majority of the date non-employee members of this Agreementthe Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combinationcombination approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors of the Company; or (cd) securities issued with respect to which the Investor Holder waives its rights in writing under this Section 2.31.6(e).

Dilutive Issuance. If the Company, at any time during the Pricing Period or seven fourteen (714) Business Days following the delivery of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. By way of example, and for the issuance by avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the Investor holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that number is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of additional shares or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the “Drawdown Notice Dilution Shares”trading prices of or quotations for the Common Stock) equal to in perpetuity regardless of whether the difference between the number holder of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made such convertible promissory note ever effectuated a conversion at the adjusted Base Drawdown Conversion Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of any convertible notes or warrants outstanding as of or following the Issue Date, but expressly excluding any outstanding options to purchase shares of common stock pursuant to the Company’s 2014 Equity Incentive Plan in existence as of the date of issuance of this Note), in each or any case at an effective price per share that is lower than (a) the then Conversion Price or (b) in the event that any such issuance, sale or grant occurs prior to the occurrence of an Event of Default, the initial Conversion Price following the occurrence of an Event of Default (such lower price in either case, the “Base Conversion Price” and such issuances in either case, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Purchase Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price (on such lower price, date of the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then the Purchase Conversion Price shall be reduced, at the option of the Investor, reduced to a price equal to the Base Drawdown Conversion Price. 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 price per share at which such securities could be issued in connection with such Variable Rate Transaction. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. Notwithstanding the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been foregoing, no adjustment will be made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (iiunder this Section 1.6(e) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive respect of an Exempt Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3.

Dilutive Issuance. If the CompanyBorrower, at any time during the Pricing Period while this Note or seven (7) Business Days following the delivery of a Drawdown Noticeany amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock Equivalents (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the Purchase then Conversion Price (such lower price, the “Base Drawdown Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Purchase Conversion Price shall be reduced, at the option of the InvestorHolder, to a price equal to the Base Drawdown Conversion Price. Such adjustment to the Purchase Price shall be effected through made whenever such Common Stock or other securities are issued. By way of example, and for the issuance by avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the Investor holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that number is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of additional shares or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the “Drawdown Notice Dilution Shares”trading prices of or quotations for the Common Stock) equal to in perpetuity regardless of whether the difference between the number holder of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made such convertible promissory note ever effectuated a conversion at the adjusted Base Drawdown Conversion Price. Such Drawdown Notice Dilution Shares shall Notwithstanding the foregoing, no adjustment will be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (iimade under this Section 1.6(e) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive respect of an Exempt Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding anything herein to the contrary, this Section 1.6(e) shall not apply to the issuance, sale, grant, or disposition of any shares of Common Stock underlying the (i) the common stock purchase warrant issued on or around February 9, 2018 to purchase 324,586 fully paid and non-assessable shares (the “First Warrant”), (ii) secured convertible promissory note in the original principal amount of $1,655,000.00 issued by the Borrower on or around August 7, 2018 (the “First Note”), (iii) secured convertible promissory note in the original principal amount of $775,000.00 issued by the Borrower on or around October 15, 2018 (the “Second Note”), (iv) the common stock purchase warrant issued in connection with the Second Note on or around October 15, 2018 to purchase $387,500 in common stock (the “Second Warrant”, and together with the First Warrant, the “Select Outstanding Warrants”), (v) secured convertible promissory note in the original principal amount of $1,105,000.00 issued by the Borrower on or around July 22, 2019 (the “Third Note”), and (vi) secured convertible promissory note in the original principal amount of $555,000.00 issued by the Borrower on or around January 30, 2020 (the “Fourth Note”, and together with the First Note, Second Note, and Third Note, the “Secured Notes”), unless the Borrower fails to timely pay an Amortization Payment (as defined in this Note) under this Note to Holder on three (3) separate occasions. For the avoidance of doubt, each adjustment or readjustment of if the Purchase Price Borrower fails to timely pay an Amortization Payment (as a result of the events described defined in this Note) under this Note to Holder on three (3) separate occasions (for the avoidance of doubt, the aforementioned three (3) separate occasions do not need to be consecutive), this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing1.6(e) shall, no adjustment will be made in addition to all other applications under this Section 2.3 in respect 1.6(e), also apply to the issuance, sale, grant, or disposition of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) any shares of Common Stock or other securities to officers or directors of underlying the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose Secured Notes and in effect as of Select Outstanding Warrants during the period beginning on the date of the third such occasion that the Borrower failed to timely pay an Amortization Payment (as defined in this Agreement; (bNote) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3Note to Holder and ending on the date that this Note is extinguished in its entirety.

Dilutive Issuance. If the Company, Company at any time during while this Warrant is outstanding, shall offer, sell, grant any option or warrant to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or any equity or equity equivalent securities (including any equity, debt or other instrument that is at any time over the Pricing Period life thereof convertible into or seven exchangeable for Common Stock) (7collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Set Price (a "Dilutive Issuance"), as adjusted hereunder (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a price per share which is less than the Set Price, such issuance shall be deemed to have occurred for less than the Set Price), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Price shall be reduced to equal the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Corporation shall notify the Holder in writing, no later than five (5) Business Days following the delivery issuance of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower than Equivalent subject to this section, indicating therein the Purchase Price (such lower applicable issuance price, the “Base Drawdown Price” or of applicable reset price, exchange price, conversion price and such issuances, collectively, a “Dilutive Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3pricing terms.

Dilutive Issuance. If the CompanyIf, at any time during when this Note is issued and outstanding, excluding the Pricing Period Merger, the Borrower issues or seven (7) Business Days following the delivery sells, or in accordance with this section hereof is deemed to have issued or sold, any shares of a Drawdown Notice, issues, sells or grants any Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock Equivalents at an effective price per share that is lower than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then immediately upon the Purchase Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance. Such adjustments described above to the Conversion Price shall be reduced, at the option of the Investor, permanent (subject to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Sharesadjustments under this section). In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board of directors shall in good faith determine and implement an issuance appropriate adjustment in the Conversion Price so as to protect the rights of securities involving multiple tranches or closingsLender, any provided that no such adjustment pursuant to this Section 2.3 will increase the Conversion Price. The Borrower shall be calculated as if all such securities were deemed to have issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to officers purchase Common Stock or directors Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the Company pursuant preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options. Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any stock manner issues or option sells any Convertible Securities, whether or similar equity incentive plan duly adopted not immediately convertible, and the price per share for which Common Stock is issuable upon such purpose and conversion or exchange is less than the Conversion Price then in effect as effect, then the Conversion Price shall be equal to such price per share. For the purposes of the date of this Agreement; preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (b1) securities issued pursuant to a mergerthe total amount, consolidationif any, acquisition received or similar business combination, but shall not include a transaction in which receivable by the Company is issuing securities primarily Borrower as consideration for the purpose issuance or sale of raising capital all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (2) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to an entity whose primary business is investing in securities; the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or (c) securities issued with respect to which the Investor waives its rights in writing under this Section 2.3exchange of such Convertible Securities.