Common use of Adjustment upon Reorganization Event Clause in Contracts

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one Common Shares would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common Shares, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.6. (b) At any time from, and including, the effective time of a Reorganization Event: (i) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount shall be equal to a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise Date; and (iv) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Event), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.6. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder (for the benefit of the Beneficial Owners under this Warrant Agreement) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.6, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Warrant Register, within five Business Days after execution thereof. (d) The above provisions of this Section 4.6 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.5).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity EventNon-Affiliate Combination) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property;Property instead of one Common Share; and (ii) if Cashless Settlement applies upon exercise of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise Date; and (iv) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity EventNon-Affiliate Combination), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Event), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Eventan Excepted Combination) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding shares of Common Shares Stock (other than changes resulting from a subdivision or combination to which Section 4.2 4.07(a). applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares Stock would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”), then following the effective time of the Reorganization Event, the right to receive shares of Common Shares Stock upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one share of Common Shares Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesStock, a “Unit of Reference Property”). In the event holders of Common Shares Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares Stock in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Full Physical Settlement applies upon exercise of a Warrant, the Cash Settlement Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property; (ii2) if Cashless Net Share Settlement applies upon exercise of a Warrant, the Cashless Settlement Net Share Amount per Warrant shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit number of Units of Reference PropertyProperty in accordance with Section 3.03(c); (iii3) the Company shall pay cash Cash in lieu of issuing such fractional delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 3.05 based on the Fair Market Value of the Unit of Reference Property as of the Exercise Date; and (iv4) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Eventan Excepted Combination), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant Agreement) as the Board and Warrant Holders representing a majority of the Required Warrantholders aggregate Number of Warrants at the time outstanding shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the WarrantholderGlobal Warrant Holder, at its address appearing on the Warrant Register, within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Event), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder (for the benefit of the Beneficial Owners under this Warrant Agreement) Holders as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Warrant Register, Holders within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Event), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder (for the benefit of the Beneficial Owners under this Warrant Agreement) Holders as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Warrant Register, Holders within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. 9.2.1 In the event of (ai) If there occurs any Fundamental Equity Change (other than a Liquidity Event) or any recapitalization, reorganization, consolidation, reclassificationamalgamation, change arrangement, merger or similar transaction of BPY, or of a successor to BPY, which does not result in holders of the BPY Units receiving solely Equity Securities of BPY or one or more successors to BPY, (ii) a take-over bid or similar transaction which results in not less than 90% of the outstanding Common Shares BPY Units being owned by a single Person or group of Persons acting jointly or in concert, or (other than changes resulting from a subdivision or combination to which Section 4.2 applies)iii) any sale, statutory share exchange lease or other transaction disposition involving all or substantially all of the assets of BPY (each any such event being herein referred to as a “Reorganization Event”), in each case as a result of which Series 3 Unit Outstanding immediately prior to the Common Shares would be converted intoReorganization Event shall, changed into or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (without the “Reference Property”), then following the effective time consent of the holders of the Series 3 Units, remain outstanding, but the definition of “Exchange Consideration” will be adjusted to provide that each holder of the Series 3 Unit, upon exchange of the Series 3 Units pursuant to the Right to Exchange, will receive, with respect to each Series 3 Unit held, cash in an amount equal to the product of the Exchange Number and the Transaction Value. For this purpose, “Transaction Value” means (x) for any cash received in any such Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stockcash received per BPY Unit, (y) for any property other securities or other property or assets (including than cash or any combination thereof) that a holder of one Common Shares would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common Shares, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be securities received in a any such Reorganization Event, the type and an amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.6. (b) At any time from, and including, the effective time of a Reorganization Event: (i) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount shall be equal to a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise Date; and such property received per BPY Unit, and (ivz) for any securities received in any such Reorganization Event, an amount equal to the Fair Market Value shall be calculated with respect to a Unit of Reference Property. such securities received per BPY Unit, determined, in the case of each of clauses (cy) On or prior to and (z) as of the effective time Exchange Date. Notwithstanding the foregoing, in lieu of any Reorganization Event (other than a Liquidity Event)delivering cash as provided above, the Company or the successor or purchasing Person, as the case Partnership may be, shall execute at its option deliver an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units equivalent value of Reference Property in accordance with the terms of this Section 4.6. If the Reference Property in connection with any Reorganization Event includes shares of stock securities or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, property received in such Reorganization Event, then determined in accordance with clause (y) or (z) above, as applicable. The kind and amount of securities into which the Company Series 3 Units shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect so exchangeable at the interests election of the Warrantholder (for the benefit of the Beneficial Owners under this Warrant Agreement) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which Partnership after a Reorganization Event shall be subject to adjustment as nearly equivalent as may be practicable to described in Section 9.1 mutatis mutandis following the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.6, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer date of the Company briefly stating the reasons therefor, the kind or amount completion of cash, securities or property or assets that will comprise a Unit of Reference Property after the relevant such Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Warrant Register, within five Business Days after execution thereof. (d) The above provisions of this Section 4.6 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.5).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity EventNon- Affiliate Combination) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity EventNon-Affiliate Combination), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) Non-Affiliate Combination), or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction other than a Non-Affiliate Combination, (each such event (excluding any Non-Affiliate Combination), a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. Notwithstanding the foregoing, if the Unit of Reference Property in a Reorganization Event is an amount of Cash that is less than the then current Exercise Price of any Warrant outstanding at the time of completion of such Reorganization Event, each such Warrant shall be changed into the right to receive, in connection with such Reorganization Event, an amount of Cash equal to the Black-Scholes Value of such Warrant. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.6. (b) At any time from, and including, the effective time of a Reorganization 4.07. Event: (i) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount shall be equal to a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise Date; and (iv) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Event), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.6. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder (for the benefit of the Beneficial Owners under this Warrant Agreement) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.6, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Warrant Register, within five Business Days after execution thereof. (d) The above provisions of this Section 4.6 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.5).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) Non-Affiliate Combination, or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction other than a Non- Affiliate Combination, (each such event (excluding any Non-Affiliate Combination), a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. Notwithstanding the foregoing, if the Unit of Reference Property in a Reorganization Event is an amount of Cash that is less than the then current Exercise Price of any Warrant outstanding at the time of completion of such Reorganization Event, each such Warrant shall be changed into the right to receive, in connection with such Reorganization Event, an amount of Cash equal to the Black-Scholes Value of such Warrant. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity EventNon-Affiliate Combination), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) Non-Affiliate Combination, or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 5.01(a) applies), statutory share exchange or other transaction other than a Non-Affiliate Combination, (each such event (excluding any Non-Affiliate Combination), a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. Notwithstanding the foregoing, if the Unit of Reference Property in a Reorganization Event is an amount of Cash that is less than the then current Exercise Price of any Warrant outstanding at the time of completion of such Reorganization Event, each such Warrant shall be changed into the right to receive, in connection with such Reorganization Event, an amount of Cash equal to the Black-Scholes Value of such Warrant. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.65.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity EventNon-Affiliate Combination), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.65.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Registered Holders (for the benefit of the Beneficial Owners under this Warrant AgreementHolders) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 45. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.65.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Warrant Register, each Registered Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 5.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 5.07 applies to any event or occurrence, no other provision of this Article 4 5 shall apply to such event or occurrence (other than Section 4.55.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Event) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding shares of New Common Shares Stock (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), ) or statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the New Common Shares Stock would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then following the effective time of the Reorganization Event, the right to receive shares of New Common Shares Stock upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one share of New Common Shares Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of New Common SharesStock, a “Unit of Reference Property”). In the event holders of New Common Shares Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of New Common Shares Stock in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.08. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Full Physical Settlement applies upon exercise of a Warrant, the Cash Settlement Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property; (ii2) if Cashless Net Share Settlement applies upon exercise of a Warrant, the Cashless Settlement Net Share Amount per Warrant shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit number of Units of Reference PropertyProperty calculated as set forth in Section 3.03(c), except that the Closing Sale Price used to determine such Net Share Amount on any Trading Day shall be the Unit Value for such Trading Day; (iii3) the Company shall pay cash Cash in lieu of issuing such fractional delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 3.05 based on the Fair Market Unit Value of the Unit of Reference Property as of the Exercise Date; and (iv4) the Fair Market Value Closing Sale Price shall be calculated with respect to a Unit of Reference Property. (c) The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows: (1) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were “New Common Stock” using procedures set forth in the definition of “Closing Sale Price” in Section 1.01; (2) any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors (in a manner not materially inconsistent with the manner the Board of Directors valued such property for purposes of the Reorganization Event, if applicable) or by a New York Stock Exchange member firm selected by the Board of Directors; and (3) any Cash included in such Unit of Reference Property shall be valued at the amount thereof. (d) On or prior to the effective time of any Reorganization Event (other than a Liquidity Event), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.08. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder (for the benefit of the Beneficial Owners under this Warrant Agreement) Warrantholders as the Board and the Required Warrantholders of Directors shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.08, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the each Warrantholder, at its address appearing on the Warrant Register, within five twenty (20) Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment. (de) The above provisions of this Section 4.6 4.08 shall similarly apply to successive Reorganization Events. (ef) If this Section 4.6 4.08 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.07).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Eventin the event the Company exercises the Merger/Sale Election under Section 4.06(d)) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise Date; Share; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Eventin the event the Company exercises the Merger/Sale Election under Section 4.06(d)), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity Eventin the event the Company exercises the Merger/Sale Election under Section 4.06(d)) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity Eventin the event the Company exercises the Merger/Sale Election under Section 4.06(d)), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).

Adjustment upon Reorganization Event. (a) If there occurs any Fundamental Equity Change (other than a Liquidity EventNon-Affiliate Combination) or any recapitalization, reorganization, consolidation, reclassification, change in the outstanding Common Shares (other than changes resulting from a subdivision or combination to which Section 4.2 4.01(a) applies), statutory share exchange or other transaction (each such event a “Reorganization Event”), in each case as a result of which the Common Shares would be converted into, changed into or exchanged for, stock, other securities, other property or assets (including cash Cash or any combination thereof) (the “Reference Property”)) while any Warrants remain outstanding and unexpired, then following the effective time of the Reorganization Event, the right to receive Common Shares upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash Cash or any combination thereof) that a holder of one Common Shares Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common SharesShare, a “Unit of Reference Property”). In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Event. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 4.64.07. (b) At any time from, and including, the effective time of a Reorganization Event: (i1) if Cash Settlement applies upon exercise of a Warrant, the Cash Settlement Share Amount each Warrant shall be equal to exercisable for a single Unit of Reference Property; (ii) if Cashless Settlement applies upon exercise Property instead of a Warrant, the Cashless Settlement Share Amount shall be calculated pursuant to the definition thereof with one fully paid and nonassessable Common Share equal to a single Unit of Reference Property; (iii) the Company shall pay cash in lieu of issuing such fractional Unit of Reference Property or any fractional Warrant in accordance with Section 3.6 based on the Fair Market Value of the Unit of Reference Property as of the Exercise DateShare; and (iv2) the Fair Market Value shall be calculated with respect to a Unit of Reference Property. (c) On or prior to the effective time of any Reorganization Event (other than a Liquidity EventNon-Affiliate Combination), the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.64.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholder Global Warrant Holder (for the benefit of the Beneficial Owners under this Warrant AgreementOwners) as the Board and the Required Warrantholders shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.64.07, the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashCash, securities or property or assets that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of the amendment to be mailed to the Warrantholder, at its address appearing on the Global Warrant Register, Holder within five 20 Business Days after execution thereof. (d) The above provisions of this Section 4.6 4.07 shall similarly apply to successive Reorganization Events. (e) If this Section 4.6 4.07 applies to any event or occurrence, no other provision of this Article 4 shall apply to such event or occurrence (other than Section 4.54.06).