Common use of Subsequent Equity Sales Clause in Contracts

Subsequent Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then 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, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $ (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or share of Common Stock Equivalents or such 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 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 consummation (or, if earlier, the announcementannouncement (provided such Dilutive Issuance occurs)) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than (i) $1.00 or (ii) in the Floor Price event of Shareholder Approval (as defined herein and for in the avoidance Private Placement Purchase Agreement), the price of doubt the Dilutive Issuance (the “Floor Price”) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementTransaction Documents). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or share of Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or share of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[●] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price, or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. If, at any time while this Note Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock Ordinary Shares or Common Stock Ordinary Shares Equivalents entitling any Person to acquire shares of Common Stock Ordinary Shares and/or ADSs at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock ADSs, Ordinary Shares or Common Stock Ordinary Shares 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 Ordinary Shares and/or ADSs 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 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, provided that the Base Conversion Price shall not be less than the Floor Price $0.40 (as defined herein and for the avoidance of doubt subject to adjustment for 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 ADSs, Ordinary Shares or Common Stock Ordinary Shares 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 Trading Day following the issuance of any Common Stock ADSs, Ordinary Shares or Common Stock Ordinary Shares Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $ 0.78 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. If, If the Company at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares A or Ordinary Share A Equivalents (as defined below), 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 less than the then Conversion Price $1.00 (such lower price, the “Base Conversion Share Price” and such issuances, collectively, issuances each a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares A or Common Stock Ordinary Share A 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 Ordinary Shares A at an effective price per share that is lower less than the Conversion Price$1.00, such issuance shall be deemed to have occurred for less than the Conversion Price $1.00 on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be proportionately reduced by the same proportion by which the Base Share Price is less than $1.00 (e.g., if the Base Share Price is $0.80, then the then existing Exercise Price shall be reduced to equal the Base Conversion Price, by 20%) provided that the Base Conversion revised Exercise Price shall not be less than the Floor Price USD equivalent of the nominal value of the Ordinary Shares A (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementOriginal Issue Date). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(c) 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 exercisedIssuance (as defined below). The Company shall notify the Holder Investor, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares A or Common Stock Ordinary Share A Equivalents subject to this Section 5(b3(c), indicating therein the applicable issuance price, or 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(c), upon the occurrence of any Dilutive Issuance, the Holder Investor is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion revised Exercise Price on or after the date of such Dilutive Issuance, regardless of whether the Holder Investor accurately refers to the Base Conversion revised Exercise Price in the Notice of Conversion.Exercise. References above to $1.00 shall be proportionately adjusted to the extent the Exercise Price of the Warrant is adjusted in accordance with the terms of Sections 3(a) and 3(b) hereof. As used herein, “Exempt Issuance” means the issuance of (i) Ordinary Shares A, options or other securities to employees, officers or directors of the Company or any of its subsidiaries or consultants to the Company or any of its subsidiaries pursuant to any stock or option plan or other written agreement duly adopted for such purpose by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company or any of its subsidiaries, (ii) Ordinary Shares A upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares A issued and outstanding on the Original Issue Date, provided that such securities have not been amended since the Original Issue Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or Persons) (as defined below) (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; (iv) Ordinary Shares A, options, warrants or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (v) Ordinary Shares A, warrants, options or convertible securities issued in connection with the provision of goods or services, partnership or joint ventures in connection with the Company’s business or to suppliers or other persons with whom the Company does business pursuant to transactions approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vi) Ordinary Shares A, options, warrants or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements, or strategic partnerships or joint ventures approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vii) securities issued pursuant to an equity line of credit or “at the market” registered offering to be established by the Company following the date hereof (including any upsize thereof) so long as such “at the market” registered offering or upsize thereof is approved by the board of directors of the Company and (viii) Ordinary Shares A, options, warrants or convertible securities issued to any public sector entity, government investors or research institutions. As used herein “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein “Ordinary Share A Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares A, including, without limitation, any debt, preferred stock, Ordinary Share B, Ordinary Share C, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares A, and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles the holder thereof to receive Ordinary Shares A.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[*] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. An “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of the Common Stock to be issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock dividends, stock splits or combinations) or to extend the term of such securities, (c) securities in connection with an underwritten public offering, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or entity (“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.

Subsequent Equity Sales. If, at any time while this Note is outstanding, If the Company or any Subsidiary, as applicable, applicable sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of sells or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock Shares or Common Stock Shares Equivalents entitling any Person to acquire shares of Common Stock Shares at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock Shares or Common Stock Shares 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 Shares 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 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, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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 3(c)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 promptly notify the Holder Holders in writing, writing no later than the one (1) Trading Day following after the issuance of any Common Stock Shares or Common Stock Shares Equivalents subject to this Section 5(b3(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms of any Dilutive Issuance (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(c), upon the occurrence of any 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 ConversionConversion Notice.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided that the Base Conversion Share Price shall not be less than the Floor Price $___3 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised. An “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, provided that any issuance to consultants shall not be registered or shall not carry any registration rights and such consultant shall enter into a Lock-Up Agreement for 180 days after the closing of the Company’s initial public offering, (b) securities upon the exercise or exchange of or conversion of the Common Stock to be issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock dividends, stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions 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 provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith.

Subsequent Equity Sales. IfFollowing the receipt of Shareholder Approval, if the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $0.260 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfFollowing the receipt of Shareholder Approval, if the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase or sells or grants any right to repricepurchase, or otherwise disposes of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $0.1164 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstandingoutstanding but following the receipt of the Stockholder Approval, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company Issuance and no adjustment shall be deemed to have made, paid or issued Common Stock or Common Stock Equivalents at under this Section 3(b) unless and until the lowest possible conversion price at which such securities may be converted or exercisedrequired Stockholder Approval is obtained. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised; provided; however that the foregoing shall not apply to an “at-the-market” offering program or similar offering facility unless and until the Company actually sells shares under such program at a price per share less than the Exercise Price then in effect. For avoidance of doubt, (i) no adjustment shall be made, paid or issued under this Section 3(b) unless and until the required Stockholder Approval is obtained and (ii) if any Dilutive Issuance is consummated prior to the receipt of such Stockholder Approvals, and the Stockholder Approvals are received thereafter, such Dilutive Issuance will have the same effect as if consummated after the receipt of such Stockholder Approvals and the Exercise Price shall be reduced to the corresponding Base Share Price in such instance. In no event shall any Warrant Shares be issued to the extent such issuance would cause a violation of applicable NASDAQ rules.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares, any Common Stock ADSs or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Ordinary Share Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Share 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 Ordinary Shares and/or ADSs at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares, ADSs or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares, ADSs, or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. If(i) If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstandingcommencing from the Initial Exercise Date through December 31, the Company 2018, shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided that in no event shall the Base Conversion Share Price shall not be less than the Floor Price $____1 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.Exercise. If the Company enters into a Variable Rate Transaction (as defined below), 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. For purposes herein, “

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any Common Stock Share or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Share Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Share or Common Stock Share 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 Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Share Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Shares or Common Stock Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share that is lower less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 which is lower 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided shall be equal to the aggregate Exercise Price prior to such adjustment; provided, however, that prior to the Base Conversion date that Shareholder Approval is approved and deemed effective, in no event shall the Exercise Price shall not be reduced to less than the Floor Price (as defined herein and for the avoidance of doubt $1.09, subject to adjustment for reverse and forward stock splits, recapitalizations stock dividends, stock combinations and other similar transactions following of the Common Stock that occur after the date of the Purchase Agreement). 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. 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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 on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or share of Common Stock Equivalents or such 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 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 consummation (or, if earlier, the announcementannouncement (provided such Dilutive Issuance occurs)) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than (i) $0.64 or (ii) in the Floor Price event of Shareholder Approval (as defined herein and for in the avoidance Private Placement Purchase Agreement), the price of doubt the Dilutive Issuance (the “Floor Price”) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementTransaction Documents). Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. If Issuance and (ii) if one or more Dilutive Issuances occurred prior to the Company enters into a Variable Rate TransactionShareholder Approval being obtained and the reduction of the Exercise Price was limited by clause (i) of the definition of Floor Price, despite once the prohibition set forth in the Purchase AgreementShareholder Approval is obtained, the Company shall Exercise Price will automatically be deemed reduced to have issued Common Stock or Common Stock Equivalents at equal the greater of (x) the lowest possible conversion Base Share Price with respect to any Dilutive Issuance that occurred prior to the Shareholder Approval being obtained, and (y) the price at which such securities may be converted or exerciseddetermined by reference to clause (ii) of the definition of Floor Price. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or share of Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or share of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Debenture is outstanding, the Company or any Subsidiaryshall offer, as applicablesell, sells or grants grant any option to purchase or sells offer, sell or grants grant any right to repricereprice its securities, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share that is lower less 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 are is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that which is lower 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 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, provided that the Base Conversion Price . Such adjustment shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)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 (i) an Exempt Issuance. If Issuance or (ii) the Company enters into a Variable Rate TransactionSecondary Offering if this Debenture is subject to an Optional Redemption Notice delivered to the Holder within 5 Trading Days of the Closing of the Secondary Offering; provided, despite however, if this Debenture is not redeemed in full on the prohibition set forth in the Purchase AgreementOptional Redemption Date, the Company an adjustment shall be deemed to have issued Common Stock or Common Stock Equivalents at made under this Section 5(b) in respect of the lowest possible conversion price at which such securities may be converted or exercisedSecondary Offering. The Company shall notify the Holder in writing, no later than the Trading Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b)section, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any Common Stock (including pursuant to the terms of any outstanding securities issued prior to the issuance of this security (including, but not limited to, warrants, convertible notes, or other agreements)) or any security entitling the holder thereof (including pursuant to sales, grants, conversions, warrant exercises or other issuances to the Holder as a result of these Transaction Documents, prior transaction documents, or future transaction documents) to acquire Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock Equivalents entitling any Person to acquire shares of (a “Common Stock Equivalent”), at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 regardless of whether such holder has received or ever receives shares at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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.DOCUMENT W-06132016

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided that the Base Conversion Share Price shall not be less than the Floor Price $ 1 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company, at any time from the Initial Exercise Date until the six-month anniversary of the Initial Exercise Date, while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an “effective price per share that is lower share” less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $0.03225 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). For purposes of the foregoing sentence, the “effective price per share” for the issuance of any Common Stock Equivalent that is an Option or Convertible Security shall be equal to (1) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) of such Option or Convertible Securities, upon exercise of such Option or upon conversion or exchange of any Convertible Security, and, in the case of an Option to purchase a Convertible Security, upon the conversion or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option or Convertible Security (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) such Option, upon exercise of such Option and upon conversion or exchange of any Convertible Security and, in the case of an Option to purchase a Convertible Security, upon the conversion or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b), if the terms of any Option or Convertible Security that was outstanding as of the Issue Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. 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. 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 exercisedIssuance (as defined below). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.Exercise. For purposes hereof:

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents such 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $2.00 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(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 and (ii) an Exempt Issuance will not 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 exerciseda Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Equivalent Securities, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Equivalents such 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $___ (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Ordinary Shares Stock or Common Stock Equivalents Equivalent Securities subject to this Section 5(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Equivalent Securities at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Shares Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Shares 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $___ (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Shares Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Shares Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided that shall be equal to the Base Conversion aggregate Exercise Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject prior to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)such adjustment. 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or applicable 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Share 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Share 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $ (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock shares of Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. If, at If and whenever on or after the Subscription Date until the date that the Holder no longer holds any time while this Note is outstandingoriginally purchased shares of Preferred Stock, the Company issues or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to repricesells, or otherwise disposes of in accordance with this Section 3 is deemed to have issued or issues (or announces any sale, grant or any option to purchase or other disposition)sold, any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold or issuances pursuant to which the Company uses 100% of the net proceeds thereof (after payment by the Corporation of any applicable and customary legal, banking, underwriting and/or placement agent reasonable fees and expenses)(or such lesser amount as necessary to redeem in full the shares of Preferred Stock then outstanding) to redeem in full all of the shares of Preferred Stock then outstanding) for a consideration per share that is lower (the “New Issuance Price”) less than a price equal to the then Conversion Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such lower price, Exercise Price then in effect is referred to herein as the “Base Conversion Applicable Price” and such issuances, collectively, ”) (the foregoing a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlierimmediately after such Dilutive Issuance, the announcement) of each Dilutive Issuance the Conversion Exercise Price then in effect shall be reduced to an amount equal to the Base Conversion New Issuance Price. Notwithstanding anything herein to the contrary, provided that only the Base Conversion Price original Holder of this Warrant (or any Attribution Parties of such Holder, any other Holder or any Attribution Parties of such other Holder (each, a “Permitted Holder”) shall benefit from this Section 3(b) and any assignees or transferees (other than any Permitted Holder) shall not be less than the Floor receive any adjustment to their Exercise Price (as defined herein and for the avoidance a result of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date any Subsequent Equity Sales. For all purposes of the Purchase Agreement). Notwithstanding foregoing (including, without limitation, determining the foregoing, no adjustment will be made adjusted Exercise Price and the New Issuance Price 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 Agreement3(b)), the Company following 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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.applicable:

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $___2 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Warrant 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfSubject to the provisions of the Warrant, if the Company at any time while this Note the Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares A or Ordinary Share A Equivalents (as defined below), 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 less than the then Conversion Price $1.00 (such lower price, the “Base Conversion Share Price” and such issuances, collectively, issuances each a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares A or Common Stock Ordinary Share A 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 Ordinary Shares A at an effective price per share that is lower less than the Conversion Price$1.00, such issuance shall be deemed to have occurred for less than the Conversion Price $1.00 on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Warrant Price shall be proportionately reduced by the same proportion by which the Base Share Price is less than $1.00 (e.g., if the Base Share Price is $0.80, then the then existing Warrant Price shall be reduced to equal the Base Conversion Price, by 20%) provided that the Base Conversion revised Warrant Price shall not be less than the Floor Price USD equivalent of the nominal value of the Ordinary Shares A (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the original issue date of the Purchase AgreementWarrant). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b) 4.3 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 exercisedIssuance (as defined below). The Company shall notify the Holder Registered Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares A or Common Stock Ordinary Share A Equivalents subject to this Section 5(b)4.3, indicating therein the applicable issuance price, or 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)4.3, upon the occurrence of any Dilutive Issuance, the Registered Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion revised Warrant Price on or after the date of such Dilutive Issuance, regardless of whether the Registered Holder accurately refers to the Base Conversion revised Warrant Price in the Notice of Conversion.Exercise. References above to $1.00 shall be proportionately adjusted to the extent the Warrant Price of the Warrant is adjusted in accordance with the terms of Sections 4.1 and 4.2 hereof. As used herein, “Exempt Issuance” means the issuance of (i) Ordinary Shares A, options or other securities to employees, officers or directors of the Company or any of its subsidiaries or consultants to the Company or any of its subsidiaries pursuant to any stock or option plan or other written agreement duly adopted for such purpose by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company or any of its subsidiaries, (ii) Ordinary Shares A upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares A issued and outstanding on the date of the issuance of the Warrant, provided that such securities have not been amended since the date of the issuance of the Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or Persons) (as defined below) (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; (iv) Ordinary Shares A, options, warrants or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (v) Ordinary Shares A, warrants, options or convertible securities issued in connection with the provision of goods or services, partnership or joint ventures in connection with the Company’s business or to suppliers or other persons with whom the Company does business pursuant to transactions approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vi) Ordinary Shares A, options, warrants or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements, or strategic partnerships or joint ventures approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vii) securities issued pursuant to an equity line of credit or “at the market” registered offering to be established by the Company following the date hereof (including any upsize thereof) so long as such “at the market” registered offering or upsize thereof is approved by the board of directors of the Company and (viii) Ordinary Shares A, options, warrants or convertible securities issued to any public sector entity, government investors or research institutions. As used herein “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein “Ordinary Share A Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares A, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares A, and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles the holder thereof to receive Ordinary Shares A.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(j) 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(j), indicating therein the applicable issuance price, or 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(j), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 (other than an equity line of credit or an “at-the-market offering”, in which case this Section 3(j) shall apply to any issuances of Common Stock or Common Stock Equivalents thereunder rather than the entry into the agreement with respect to such equity line of credit or “at-the-market offering”), the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. For the avoidance of doubt, in the event the Exercise Price has been adjusted pursuant to this Section 3(j) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after the facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have been in effect if such Dilutive Issuance had not occurred or been consummated.

Subsequent Equity Sales. IfFrom the date hereof until 90 Trading Days after the Effective Date, neither the Company nor any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents; provided, however, the 90 day period set forth in this Section 4.14 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Trading Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares and Warrant Shares. In addition to the limitations set forth herein, from the date hereof until such time as no Purchaser holds any more than 25% of the Securities initially issued hereunder, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time while after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction" shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering; provided, however, this Note is outstandingprohibition shall not be interpreted to preclude the Company from granting an investor standard full ratchet or weighted average anti-dilution protections for a warrant or a convertible instrument. In addition, unless Shareholder Approval has been obtained and deemed effective, the Company or shall not make any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes issuance whatsoever of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling which would cause any Person to acquire shares adjustment of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower priceto the extent the holders of Preferred Stock would not be permitted, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder pursuant to Section 7 of the Common Certificate of Designation, to convert their respective outstanding Preferred Stock and exercise their respective Warrants in full, ignoring for such purposes any conversion or Common Stock Equivalents so issued exercise limitations therein. Any Purchaser shall at be entitled to obtain injunctive relief against the Company to preclude 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 which remedy shall be deemed in addition 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 any right to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)collect damages. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) 4.14 shall not apply in respect of an Exempt Issuance. If the Company enters into a , except that no Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company Transaction or MFN Transaction 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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 an Exempt 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)Price. 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company, at any time from the Initial Exercise Date until the 18-month anniversary of the Initial Exercise Date, while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an “effective price per share that is lower share” less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $0.03225 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). For purposes of the foregoing sentence, the “effective price per share” for the issuance of any Common Stock Equivalent that is an Option or Convertible Security shall be equal to (1) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) of such Option or Convertible Securities, upon exercise of such Option or upon conversion or exchange of any Convertible Security, and, in the case of an Option to purchase a Convertible Security, upon the conversion or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option or Convertible Security (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) such Option, upon exercise of such Option and upon conversion or exchange of any Convertible Security and, in the case of an Option to purchase a Convertible Security, upon the conversion or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b), if the terms of any Option or Convertible Security that was outstanding as of the Issue Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. 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. 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 exercisedIssuance (as defined below). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.Exercise. For purposes hereof:

Subsequent Equity Sales. IfIf the Company or any subsidiary thereof, as applicable, at any time while this Note is the Public Warrants are outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[__] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementIssuance Date). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid, or issued under this Section 5(b) 5.2 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b)5.2, indicating therein the applicable issuance price, or 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)5.2, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Public Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price, or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfBeginning on the date hereof and continuing until the earlier of (i) February 14, at any time while this Note is outstanding2024 and (ii) the day immediately following the closing date of a Subsequent Financing, if the Company or any Subsidiary, as applicable, sells Subsidiary shall enter into a sale of Ordinary Shares or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues Ordinary Share Equivalents (or announces any sale, grant or any option to purchase or combination of such securities) other dispositionthan an Exempt Transaction (as defined herein), any Common Stock or Common Stock Equivalents entitling any Person person or entity to acquire shares of Common Stock Ordinary Shares at an effective price per share that is lower less than the then Conversion Purchase Price (such lower pricesubject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Buyer that number of additional Shares equal to the Shares issued hereunder multiplied by (a) the Purchase Price paid by such Buyer at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Buyer at the Closing pursuant to this Agreement and pursuant to this Section 4(o). “Base Conversion Subsequent Financing” means the next sale by the Company of Ordinary Shares or Ordinary Share Equivalents (or any combinations of such securities) after the date hereof with net proceeds to the Company of at least $10,000,000. Any additional Shares issued pursuant to this section shall, if possible, be registered under the Securities Act at the time of such issuance The term “Discounted Purchase Price” and such issuances, collectively, a “Dilutive Issuance”) (if shall mean the holder amount actually paid in new cash consideration by third parties for each Ordinary Share. The sale of the Common Stock or Common Stock Ordinary Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than at the Conversion Price on such date time of the Dilutive Issuanceissuance of the Ordinary Share Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per Ordinary Share of Common Stock underlying the Ordinary Share Equivalents received by the Company upon such sale or issuance of the Ordinary Share Equivalents), then simultaneously with the consummation (or, if earlier. If shares are issued for a consideration other than cash, the announcement) of each Dilutive Issuance the Conversion Price per share selling price shall be reduced the fair value of such consideration as determined in good faith by the Board of Directors of the Company. Notwithstanding anything to equal the Base Conversion Pricecontrary herein, provided that the Base Conversion Price this Section 4(o) shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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) apply in respect of an Exempt Issuance. If the Company enters into Additionally, prior to any issuance to 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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 Buyer pursuant to this Section 5(b4(o), such Buyer shall have the right to irrevocably defer such issuances to such Buyer under this Section 4(o), in whole or in part, for continuous periods of not less than 75 days. The Purchaser’s rights under this Section 4(o) shall terminate upon the occurrence Company completing a Subsequent Financing. “Exempt Transaction” means the issuance of (a) Ordinary Shares or options to employees, officers, consultants or directors of the Company pursuant to any Dilutive Issuancestock or option plan duly adopted for such purpose, by a majority of the Holder is entitled non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities issued pursuant to receive acquisitions or strategic transactions approved by a number majority of Conversion Shares based upon the Base Conversion Price on disinterested directors of the Company, provided that any such issuance shall only be to a Person (or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price equityholders 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 Notice business of Conversionthe 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.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share that is lower less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 which is lower 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced to a price equal to the Base Conversion Share Price, provided that the Base Conversion Price . Such adjustment shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)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. 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 Holder, in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstandingoutstanding and after June 30, the Company or any Subsidiary2006 (provided that such equity sales prior to June 30, as applicable2006 are at then current market prices), sells or grants shall offer, sell, grant any option to purchase or sells offer, sell or grants grant any right to repricereprice its securities, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share that is lower less than the then Conversion Price (such lower price, the “"Base Conversion Share 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 are is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that which is lower 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 IssuancePrice), then simultaneously with the consummation (orthen, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Share Price and the number of Conversion Price, provided that the Base Conversion Price Shares issuable hereunder shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to increased. Such adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, no adjustment will shall 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 whenever such Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercisedare issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b)section, 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 Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Share Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(c) 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(c), indicating therein the applicable issuance price, or 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(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. If, at any time while this Note Warrant is outstandingoutstanding (such period, the “Adjustment Period”), the Company or any Subsidiaryissues, as applicablesells, sells enters into an agreement to sell, or grants any option to purchase purchase, or sells sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3(i), is deemed to have issued or sold, any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price for a consideration per share that is lower (the “New Issuance Price”) less than a price equal to the then Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such lower price, Exercise Price then in effect is referred to as the “Base Conversion Applicable Price” and such issuances, collectively, ”) (the foregoing a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount (the “New Exercise Price”) equal to the lower of (a) the New Issuance Price or (b) the lowest VWAP during the five (5) consecutive Trading Days immediately following the Dilutive Issuance (such lower price, the Conversion “Base Share Price”) and the number of Warrant Shares issuable hereunder shall be proportionately increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged. Notwithstanding the foregoing, if one or more Dilutive Issuances occurred prior to the Stockholder Approval being obtained, once the Stockholder Approval is obtained, the Exercise Price will automatically be reduced to equal the lowest Base Conversion Price, provided Share Price with respect to any Dilutive Issuance that occurred prior to the Base Conversion Price Stockholder Approval being obtained and the number of Warrant Shares shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject proportionately adjusted pursuant to adjustment for 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 Transaction (as defined in the Purchase Placement Agency Agreement), the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than the Trading Day following the issuance of any Common Stock adjustments shall be made, paid or Common Stock Equivalents subject to issued under this Section 5(b), indicating therein 3(i) in respect of an Exempt Issuance (as defined in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”Placement Agency Agreement). For purposes the avoidance of clarificationdoubt, whether or not in the Company provides a Dilutive Issuance Notice event the Exercise Price has been adjusted pursuant to this Section 5(b)3(i) and the Dilutive Issuance that triggered such adjustment does not occur, upon is not consummated, is unwound or is cancelled after the occurrence facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have been in effect if such Dilutive Issuance had not occurred or been consummated. For all purposes of any Dilutive Issuancethe foregoing, 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.following shall be applicable:

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents such 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, provided that greater of (x) the Base Conversion Share Price shall not be less than and (y) the Floor Price Price. As used herein, the “Floor Price” shall mean (as defined herein and for i) prior to the avoidance of doubt Shareholder Approval, $1.35 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)) and (ii) following the Shareholder Approval, the par value of the Common Stock. In the event clause (i) of the Floor Price has been rendered inapplicable, as of the date of such Shareholder Approval, the Company will give immediate effect to any Dilutive Issuance effected prior to the Shareholder Approval pursuant to this Section. Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(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 and (ii) an Exempt Issuance will not 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 exerciseda Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfSubject to the provisions of the Warrant, if the Company at any time while this Note the Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares A or Ordinary Share A Equivalents (as defined below), 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 less than the then Conversion Price $1.00 (such lower price, the “Base Conversion Share Price” and such issuances, collectively, issuances each a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares A or Common Stock Ordinary Share A 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 Ordinary Shares A at an effective price per share that is lower less than the Conversion Price$1.00, such issuance shall be deemed to have occurred for less than the Conversion Price $1.00 on such date of the Dilutive IssuanceIssuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Warrant Price shall be proportionately reduced by the same proportion by which the Base Share Price is less than $1.00 (e.g., if the Base Share Price is $0.80, then the then existing Warrant Price shall be reduced to equal the Base Conversion Price, by 20%) provided that the Base Conversion revised Warrant Price shall not be less than the Floor Price USD equivalent of the nominal value of the Ordinary Shares A (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the original issue date of the Purchase AgreementWarrant). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b) 4.3 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 exercisedIssuance (as defined below). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares A or Common Stock Ordinary Share A Equivalents subject to this Section 5(b)4.3, indicating therein the applicable issuance price, or 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)4.3, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion revised Warrant Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion revised Warrant Price in the Notice of Conversion.Exercise. References above to $1.00 shall be proportionately adjusted to the extent the Warrant Price of the Warrant is adjusted in accordance with the terms of Sections 4.1 and 4.2 hereof. As used herein, “Exempt Issuance” means the issuance of (i) Ordinary Shares A, options or other securities to employees, officers or directors of the Company or any of its subsidiaries or consultants to the Company or any of its subsidiaries pursuant to any stock or option plan or other written agreement duly adopted for such purpose by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company or any of its subsidiaries, (ii) Ordinary Shares A upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares A issued and outstanding on the date of the issuance of the Warrant, provided that such securities have not been amended since the date of the issuance of the Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or Persons) (as defined below) (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; (iv) Ordinary Shares A, options, warrants or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (v) Ordinary Shares A, warrants, options or convertible securities issued in connection with the provision of goods or services, partnership or joint ventures in connection with the Company’s business or to suppliers or other persons with whom the Company does business pursuant to transactions approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vi) Ordinary Shares A, options, warrants or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements, or strategic partnerships or joint ventures approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vii) securities issued pursuant to an equity line of credit or “at the market” registered offering to be established by the Company following the date hereof (including any upsize thereof) so long as such “at the market” registered offering or upsize thereof is approved by the board of directors of the Company and (viii) Ordinary Shares A, options, warrants or convertible securities issued to any public sector entity, government investors or research institutions. As used herein “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein “Ordinary Share A Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares A, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares A, and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles the holder thereof to receive Ordinary Shares A.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Equivalents such 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $3.10 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[*] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b)6.1.2, indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. An “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of the Common Stock to be issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock dividends, stock splits or combinations) or to extend the term of such securities, (c) securities in connection with an underwritten public offering, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or entity (“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.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall offer or any Subsidiary, as applicable, sells sell or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 Issuance. If Issuance (as such term is defined in that certain Underwriting Agreement, dated October 16, 2019, between 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 exercisedand Maxim Group LLC). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Floor Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents such 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Floor Price (i) provided that the Base Conversion Floor Price shall not be less than the Floor Price $1.35 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)) and (ii) subject to any Shareholder Approval, as such term is defined in the Purchase Agreement, to render clause (i) of such Floor Price inapplicable. In the event clause (i) of the Floor Price has been rendered inapplicable, as of the date of such Shareholder Approval, the Company will give immediate effect to any Dilutive Issuance effected prior to the Shareholder Approval. Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(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 and (ii) an Exempt Issuance will not 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 exerciseda Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Floor Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Floor Price in the Notice of ConversionExercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase or sells sell or grants grant any right to repricereprice its securities, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share less than $0.65 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that is lower than occur after the then Conversion Price date of this Agreement) (such lower priceprice of such issuance, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 which is lower 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price . Such adjustment shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)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. 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b)section, indicating therein the applicable issuance price, or 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 on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. IfBeginning on the date hereof and continuing until the earlier of (i) February __, at any time while this Note is outstanding2024 and (ii) the day immediately following the closing date of a Subsequent Financing, if the Company or any Subsidiary, as applicable, sells Subsidiary shall enter into a sale of Ordinary Shares or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues Ordinary Share Equivalents (or announces any sale, grant or any option to purchase or combination of such securities) other dispositionthan an Exempt Transaction (as defined herein), any Common Stock or Common Stock Equivalents entitling any Person person or entity to acquire shares of Common Stock Ordinary Shares at an effective price per share that is lower less than the then Conversion Purchase Price (such lower pricesubject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Buyer that number of additional Shares equal to the Shares issued hereunder multiplied by (a) the Purchase Price paid by such Buyer at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Buyer at the Closing pursuant to this Agreement and pursuant to this Section 4(o). “Base Conversion Subsequent Financing” means the next sale by the Company of Ordinary Shares or Ordinary Share Equivalents (or any combinations of such securities) after the date hereof with net proceeds to the Company of at least $10,000,000. Any additional Shares issued pursuant to this section shall, if possible, be registered under the Securities Act at the time of such issuance The term “Discounted Purchase Price” and such issuances, collectively, a “Dilutive Issuance”) (if shall mean the holder amount actually paid in new cash consideration by third parties for each Ordinary Share. The sale of the Common Stock or Common Stock Ordinary Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than at the Conversion Price on such date time of the Dilutive Issuanceissuance of the Ordinary Share Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per Ordinary Share of Common Stock underlying the Ordinary Share Equivalents received by the Company upon such sale or issuance of the Ordinary Share Equivalents), then simultaneously with the consummation (or, if earlier. If shares are issued for a consideration other than cash, the announcement) of each Dilutive Issuance the Conversion Price per share selling price shall be reduced the fair value of such consideration as determined in good faith by the Board of Directors of the Company. Notwithstanding anything to equal the Base Conversion Pricecontrary herein, provided that the Base Conversion Price this Section 4(o) shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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) apply in respect of an Exempt Issuance. If the Company enters into Additionally, prior to any issuance to 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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 Buyer pursuant to this Section 5(b4(o), such Buyer shall have the right to irrevocably defer such issuances to such Buyer under this Section 4(o), in whole or in part, for continuous periods of not less than 75 days. The Purchaser’s rights under this Section 4(o) shall terminate upon the occurrence Company completing a Subsequent Financing. “Exempt Transaction” means the issuance of (a) Ordinary Shares or options to employees, officers, consultants or directors of the Company pursuant to any Dilutive Issuancestock or option plan duly adopted for such purpose, by a majority of the Holder is entitled non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities issued pursuant to receive acquisitions or strategic transactions approved by a number majority of Conversion Shares based upon the Base Conversion Price on disinterested directors of the Company, provided that any such issuance shall only be to a Person (or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price equityholders 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 Notice business of Conversionthe 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.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents such 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[2.00] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementIssue Date). Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate TransactionIssuance (defined below), despite the prohibition set forth in the Purchase Agreement, the Company shall and (ii) an Exempt Issuance will not 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 exerciseda Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents (defined below) subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise. An “Exempt Issuance” shall mean (i) the issuance of shares of Common Stock pursuant to the conversion or exercise of Common Stock Equivalents issued prior to the Issue Date, so long as the respective Common Stock Equivalents are not amended on or after Issue Date of this Warrant, and (ii) grants or issuances to officers, directors or employees or other service providers of Common Stock or Common Stock Equivalents (and the conversion or exercise thereof) in connection with stockholder approved stock option, stock, incentive or similar plans; provided, however, that any such plan has been adopted on or before the date hereof, or is adopted after the date hereof, provided that the maximum number of shares of common stock issuable under any such plan adopted after the date hereof will not exceed in the aggregate 15% of the number of outstanding shares (on a fully diluted basis) as of the Closing Date. “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company or any Subsidiaryshall offer, as applicablesell, sells or grants grant any option to purchase or sells offer, sell or grants grant any right to repricereprice its securities, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share that is lower less than the then Conversion Exercise Price (such lower price, the “Base Conversion Share 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 are is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that which is lower 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided that shall be equal to the Base Conversion aggregate Exercise Price prior to such adjustment; provided, however, the Exercise Price shall not be adjusted pursuant to this Section 3(b) to less than the Floor Price (as defined herein and for the avoidance of doubt $____1, subject to adjustment for reverse and forward stock splits, recapitalizations stock dividends, stock combinations and other similar transactions following of the Common Stock that occur after the date of the Purchase this Agreement). 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. 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b)section, 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 on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Equivalent Securities, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Equivalents such 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $0.50 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Ordinary Shares Stock or Common Stock Equivalents Equivalent Securities subject to this Section 5(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Equivalent Securities at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant 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 Equivalents, at an effective price per share that is lower 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”) (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 prices, or otherwise, or due to warrants, options options, or rights per share which that are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower less 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 IssuanceIssuance at such effective price), then then, simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance Issuance, the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Share Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations recapitalizations, and similar transactions following the date of the Purchase OWA 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 Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, and other pricing terms (such notice, the “Dilutive Issuance Notice”). 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 or exercise price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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. IfIf the Company, at any time from the Initial Exercise Date until the 18-month anniversary of the Initial Exercise Date, while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an “effective price per share that is lower share” less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $0.3625 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Inducement Agreement). For purposes of the foregoing sentence, the “effective price per share” for the issuance of any Common Stock Equivalent that is an Option or Convertible Security shall be equal to (1) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) of such Option or Convertible Securities, upon exercise of such Option or upon conversion or exchange of any Convertible Security, and, in the case of an Option to purchase a Convertible Security, upon the conversion or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option or Convertible Security (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) such Option, upon exercise of such Option and upon conversion or exchange of any Convertible Security and, in the case of an Option to purchase a Convertible Security, upon the conversion or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b), if the terms of any Option or Convertible Security that was outstanding as of the Issue Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. 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. 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 exercisedIssuance (as defined below). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.Exercise. For purposes hereof:

Subsequent Equity Sales. IfIf the Company or any Subsidiary ------------------------ thereof, as applicable, at any time while this Note Warrant is outstanding, the Company or any Subsidiaryshall offer, as applicablesell, sells or grants grant any option to purchase or sells offer, sell or grants grant any right to repricereprice its securities, or otherwise disposes dispose of or issues issue (or announces 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 Stock, at an effective price per share less than $3.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that is lower than occur after the then Conversion Price date of this Agreement (such lower price, the “"Base Conversion Share Price” " and such issuances, issuances ---------------- collectively, a “"Dilutive Issuance”") (if the holder of the Common Stock ------------------ or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that which is lower 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 simultaneously with the consummation (or, if earlierthen, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced (never increased) to equal equal, prior to the one year anniversary of the Initial Exercise Date plus one Trading Day, 112% of the Base Conversion PriceShare Price and after the one year anniversary of the Initial Exercise Date plus one Trading Day, provided that 133% of the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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 exercisedShare Price. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b)section, 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 on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Sales. IfIf the Corporation or any Subsidiary thereof, at any time while this Note Preferred Stock is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to repricereprice its securities, 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 then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 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, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for 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(b7(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 Corporation shall notify the Holder in writing, no later than the Trading Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b7(b), indicating therein the applicable issuance price, or 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 Corporation provides a Dilutive Issuance Notice pursuant to this Section 5(b7(b), upon the occurrence of any 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $___ (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the three Trading Day Days following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf and whenever, at any time while this Note Warrant is outstanding, the Company issues or sells, announces any Subsidiaryoffer, as applicable, sells or grants any option to purchase or sells or grants any right to repricesale, or otherwise disposes of other disposition of, or issues in accordance with this Section 3 is deemed to have issued, sold or granted (or announces any sale, grant or any option to purchase or other dispositionmakes an announcement regarding the same), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any securities issued or sold or deemed to have been issued or sold solely in connection with an effective price Exempt Issuance, other than a Qualified Offering for these purposes) for a consideration per share that is lower (the “New Issuance Price”) less than a price equal to the then Conversion Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such lower price, Exercise Price then in effect is referred to herein as the “Base Conversion Applicable Price” and such issuances, collectively, ”) (the foregoing a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with immediately after such Dilutive Issuance, (1) the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price then in effect shall be reduced to an amount equal to the Base Conversion New Issuance Price and (2) 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, provided that shall be equal to the Base Conversion aggregate Exercise Price shall not be less than the Floor Price prior to such adjustment up to a maximum of ____ 1 Warrant Shares (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date as provided herein). For all purposes of the Purchase Agreement). Notwithstanding foregoing (including, without limitation, determining the foregoing, no adjustment will be made adjusted Exercise Price and the applicable: New Issuance Price under this Section 5(b) in respect 3(b)), the following shall be applicable: 1 This is the maximum number of an Exempt Issuance. If Warrant Shares obtained as follows: Principal amount of Debenture purchased divided by one third of the average of the 5 daily VWAPs for 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 closing price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, if no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein VWAP available) common stock immediately preceding the applicable issuance price, or 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, 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 Conversionclosing date.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Share 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[●] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock share splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. An “Exempt Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers, directors or consultants of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of the Ordinary Shares to be issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share dividends, share splits or combinations) or to extend the term of such securities, (c) securities in connection with an underwritten public offering, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or entity (“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.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstandingoutstanding but following the receipt of the Stockholder Approvals, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company Issuance and no adjustment shall be deemed to have made, paid or issued Common Stock or Common Stock Equivalents at under this Section 3(b) unless and until the lowest possible conversion price at which such securities may be converted or exercisedrequired Stockholder Approval is obtained. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised; provided; however that the foregoing shall not apply to an “at-the-market” offering program or similar offering facility unless and until the Company actually sells shares under such program at a price per share less than the Exercise Price then in effect. For avoidance of doubt, (i) no adjustment shall be made, paid or issued under this Section 3(b) unless and until the required Stockholder Approval is obtained and (ii) if any Dilutive Issuance is consummated prior to the receipt of such Stockholder Approvals, and the Stockholder Approvals are received thereafter, such Dilutive Issuance will have the same effect as if consummated after the receipt of such Stockholder Approvals and the Exercise Price shall be reduced to the corresponding Base Share Price in such instance. In no event shall any Warrant Shares be issued to the extent such issuance would cause a violation of applicable NASDAQ rules.

Subsequent Equity Sales. IfIf and whenever on or after the date of the Purchase Agreement until the Trading Day immediately following the consummation of the first bona fide public offering of Common Shares and/or Common Share Equivalents following the Initial Exercise Date, the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any Common Stock Shares or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Share Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Shares or Common Stock Share 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 Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $0.298 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Shares or Common Stock Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Shares or Common Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $2.01 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Equivalents such 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $2.63 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(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 and (ii) an Exempt Issuance will not 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 exerciseda Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $2.502 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the three Trading Day Days following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or share of Common Stock Equivalents or such 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 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 consummation (or, if earlier, the announcementannouncement (provided such Dilutive Issuance occurs)) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than (i) $1.56 or (ii) in the Floor Price event of Shareholder Approval (as defined herein and for in the avoidance Private Placement Purchase Agreement), the price of doubt the Dilutive Issuance (the “Floor Price”) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementTransaction Documents). Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(b) in respect of an Exempt Issuance. If Issuance and (ii) if one or more Dilutive Issuances occurred prior to the Company enters into a Variable Rate TransactionShareholder Approval being obtained and the reduction of the Exercise Price was limited by clause (i) of the definition of Floor Price, despite once the prohibition set forth in the Purchase AgreementShareholder Approval is obtained, the Company shall Exercise Price will automatically be deemed reduced to have issued Common Stock or Common Stock Equivalents at equal the greater of (x) the lowest possible conversion Base Share Price with respect to any Dilutive Issuance that occurred prior to the Shareholder Approval being obtained, and (y) the price at which such securities may be converted or exerciseddetermined by reference to clause (ii) of the definition of Floor Price. The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or share of Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or share of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to repricereprice its securities, 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 $0.65 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the then Conversion Price Common Stock that occur after the date of this Agreement) (such lower priceprice of such an issuance, the “Base Conversion Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, 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 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, provided that the Base Conversion Price . Such adjustment shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)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 Trading Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Floor Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents such 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Floor Price (i) provided that the Base Conversion Floor Price shall not be less than the Floor Price $1.35 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)) and (ii) subject to any Shareholder Approval, as such term is defined in the Purchase Agreement, to render clause (i) of such Floor Price inapplicable. In the event clause (i) of the Floor Price has been rendered inapplicable, as of the date of such Shareholder Approval, the Company will give immediate effect to any Dilutive Issuance effected prior to the Shareholder Approval. Notwithstanding the foregoing, (i) no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(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 and (ii) an Exempt Issuance will not 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 exerciseda Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Floor Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Floor Price in the Notice of Conversion.Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. 104

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 or Equivalent Securities, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of Common Stock or Common Stock Equivalents such 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[•][4] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b3(c) 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents Equivalent Securities subject to this Section 5(b3(c), indicating therein the applicable issuance price, or 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(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Equivalent Securities at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. ________________ [4] Insert dollar amount equal to 50% of the purchase price per Unit.

Subsequent Equity Sales. IfSubject to, and only effective upon the Company’s receipt of Shareholder Approval, if the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $___1 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Share 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 Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[●] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock share splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. An “Exempt Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers, directors or consultants of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of the Ordinary Shares to be issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share dividends, share splits or combinations) or to extend the term of such securities, (c) securities in connection with an underwritten public offering, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or entity ("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.

Subsequent Equity Sales. If, at any time while this Note Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents other than an Exempt Issuance entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then 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, provided that the Base Conversion Price shall not be less than the Floor Price $0.316 (as defined herein and for the avoidance of doubt subject to adjustment for 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 Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or 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, 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. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any Common Stock Shares or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Share Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Shares or Common Stock Share 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 Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance 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, provided that the Base Conversion Share Price shall not be less than the Floor Price $___3 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Underwriting Agreement) (the “Floor Price”). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock Shares or Common Stock Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Shares or Common Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance Issuance, the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than the Floor Share Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreementtransactions). Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 5(b2(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 Holder, in writing, no later than the Trading Day trading day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b2(b), indicating therein the applicable issuance price, or 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(b2(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. If, at any time while this Note Warrant is outstandingoutstanding (such period, the “Adjustment Period”), the Company or any Subsidiaryissues, as applicablesells, sells enters into an agreement to sell, or grants any option to purchase purchase, or sells sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3(i), is deemed to have issued or sold, any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price for a consideration per share that is lower (the “New Issuance Price”) less than a price equal to the then Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such lower price, Exercise Price then in effect is referred to as the “Base Conversion Applicable Price” and such issuances, collectively, ”) (the foregoing a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each such Dilutive Issuance Issuance, the Conversion Exercise Price then in effect shall be reduced to an amount (the “New Exercise Price”) equal to the lower of (a) the New Issuance Price or (b) the lowest VWAP during the five (5) consecutive Trading Days immediately following the Dilutive Issuance (such lower price, the “Base Conversion Share Price, ”) and the number of Warrant Shares issuable hereunder shall be proportionately increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged; provided that the Base Conversion Share Price shall not be less than the Floor Price $[___]2 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Placement Agency Agreement) (the “Floor Price”). Notwithstanding the foregoing, no adjustment if one or more Dilutive Issuances occurred prior to the Stockholder Approval being obtained and the reduction of the Exercise Price was limited by the Floor Price, once the Stockholder Approval is obtained, the Exercise Price will automatically be made under this Section 5(b) in reduced to equal the lowest Base Share Price with respect to any Dilutive Issuance that occurred prior to the Stockholder Approval being obtained and the number of an Exempt IssuanceWarrant Shares shall be proportionately adjusted pursuant to the foregoing. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth Transaction (as defined in the Purchase Placement Agency Agreement), the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than the Trading Day following the issuance of any Common Stock adjustments shall be made, paid or Common Stock Equivalents subject to issued under this Section 5(b), indicating therein 3(i) in respect of an Exempt Issuance (as defined in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”Placement Agency Agreement). For purposes the avoidance of clarificationdoubt, whether or not in the Company provides a Dilutive Issuance Notice event the Exercise Price has been adjusted pursuant to this Section 5(b)3(i) and the Dilutive Issuance that triggered such adjustment does not occur, upon is not consummated, is unwound or is cancelled after the occurrence facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have been in effect if such Dilutive Issuance had not occurred or been consummated. For all purposes of any Dilutive Issuancethe foregoing, 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.following shall be applicable:

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[___]1 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase AgreementInitial Issuance Date). 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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $___ (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.Exercise. 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. Ifi. Until December 29, 2023, if the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition), ) any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the shares of 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 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $1.00 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Share Price in the Notice of Conversion.Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. “

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided provided, that if at any time the Base Conversion Share Price shall not be is less than the Floor Price (as defined herein below), the Exercise Price shall be reduced to equal the Floor Price; provided, further, if one or more Dilutive Issuances occurred prior to the Shareholder Approval being obtained and the reduction of the Exercise Price was limited by clause (i) of the definition of Floor Price, once the Shareholder Approval is obtained, the Exercise Price will automatically be reduced to equal the greater of (i) lowest Base Share Price with respect to any Dilutive Issuance that occurred prior to the Shareholder Approval being obtained, and (ii) the price determined by reference to clause (ii) of the definition of Floor Price. As used herein, the “Floor Price” shall mean (i) until the Shareholder Approval is obtained, $4.80 per share (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the avoidance date of doubt the Purchase Agreement), and (ii) after the Shareholder Approval is obtained, $1.00 per share (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition any issuance set forth in clause (a) (other than with respect to issuances to consultants), (b) or (c) of the definition of Exempt Issuance (as defined 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell, or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell, enter into an agreement to sell, or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant grant, or any option to purchase or other disposition)) any Ordinary Shares or Ordinary Share Equivalents, 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 less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices prices, or otherwise, or due to warrants, options options, or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock Ordinary Shares at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Price, Share Price provided that the Base Conversion Share Price shall not be less than the Floor Price $[ ] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations recapitalizations, and similar transactions following the initial issuance date of the Purchase AgreementWarrants). 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. 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 Holder, in writing, no later than the three Trading Day Days following the issuance or deemed issuance of any Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price, or exercise price at which such securities may be issued, converted, or exercised.

Subsequent Equity Sales. IfUntil the 2nd anniversary of the Effective Date, if the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Price . Such adjustment shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement)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. 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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. If, at any time while this Note Warrant is outstandingoutstanding (such period, the “Adjustment Period”), the Company or any Subsidiaryissues, as applicablesells, sells enters into an agreement to sell, or grants any option to purchase purchase, or sells sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3(i), is deemed to have issued or sold, any shares of Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price for a consideration per share that is lower (the “New Issuance Price”) less than a price equal to the then Conversion Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such lower price, Exercise Price then in effect is referred to as the “Base Conversion Applicable Price” and such issuances, collectively, ”) (the foregoing a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each such Dilutive Issuance Issuance, the Conversion Exercise Price then in effect shall be reduced to an amount (the “New Exercise Price”) equal to the lower of (a) the New Issuance Price or (b) the lowest VWAP during the five (5) consecutive Trading Days immediately following the Dilutive Issuance (such lower price, the “Base Conversion Share Price, ”) and the number of Warrant Shares issuable hereunder shall be proportionately increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged; provided that the Base Conversion Share Price shall not be less than the Floor Price $[___] (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Placement Agency Agreement) (the “Floor Price”). Notwithstanding the foregoing, no adjustment if one or more Dilutive Issuances occurred prior to the Stockholder Approval being obtained and the reduction of the Exercise Price was limited by the Floor Price, once the Stockholder Approval is obtained, the Exercise Price will automatically be made under this Section 5(b) in reduced to equal the lowest Base Share Price with respect of an Exempt Issuanceto any Dilutive Issuance that occurred prior to the Stockholder Approval being obtained. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth Transaction (as defined in the Purchase Placement Agency Agreement), the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. The Company shall notify Notwithstanding the Holder in writingforegoing, no later than the Trading Day following the issuance of any Common Stock adjustments shall be made, paid or Common Stock Equivalents subject to issued under this Section 5(b), indicating therein 3(i) in respect of an Exempt Issuance (as defined in the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”Placement Agency Agreement). For purposes the avoidance of clarificationdoubt, whether or not in the Company provides a Dilutive Issuance Notice event the Exercise Price has been adjusted pursuant to this Section 5(b)3(i) and the Dilutive Issuance that triggered such adjustment does not occur, upon is not consummated, is unwound or is cancelled after the occurrence facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have been in effect if such Dilutive Issuance had not occurred or been consummated. For all purposes of any Dilutive Issuancethe foregoing, 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.following shall be applicable:

Subsequent Equity Sales. IfIf the Company or any Subsidiary thereof, as applicable, at any time while this Note Warrant is outstanding, the Company shall sell, enter into an agreement to sell or any Subsidiary, as applicable, sells or grants grant any option to purchase purchase, or sells sell or grants grant any right to reprice, or otherwise disposes dispose of or issues issue (or announces 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 Equivalents, at an effective price per share that is lower less than the Exercise Price then Conversion Price in effect (such lower price, the “Base Conversion Share Price” and such issuances, 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 shares of Common Stock at an effective price per share that is lower 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 consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Exercise Price shall be reduced and only reduced to equal the Base Conversion Share Price, provided that the Base Conversion Share Price shall not be less than the Floor Price $5.25 (as defined herein and for the avoidance of doubt subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase 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 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 Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b3(b), indicating therein the applicable issuance price, or 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, the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, 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 price, conversion price or exercise price at which such securities may be issued, converted or exercised.