Common use of Amendment and Modification; Waiver Clause in Contracts

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant XI.5.1.This Agreement may only be amended, modified or supplemented only by (a) the Supermajority Approval, or an agreement in writing signed by the Company each Member or their respective successors thereto; and the Holders of outstanding Warrants exercisable for at least a majority (b) approval of the Warrant SharesCompany’s Board of Managers; provided, however, that no such amendment, modification or supplement may create an additional liability or obligation of any Member, including, without limitation, by increasing the initial Capital Contribution of any Member, or remove a right or create a disproportionate adverse effect on any Member without the prior written consent of such Member. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiverother breach. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, each Member acknowledges and agrees that the Board may amend Appendix B from time to time as necessary to reflect changes to Unit ownership effective in accordance with the terms of this Agreement or as otherwise appropriate to update the information set forth thereon, and such changes to Appendix B will not require the approval of the Members but instead constitute an administrative function to be performed by the Board rather than by an amendment to this Agreement.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may be amended only be amended, modified or supplemented by an agreement in writing a written instrument signed by each of (a) the Company Company, and (b) the Holders of outstanding Warrants exercisable for at least Stockholders holding a majority in interest of the Warrant SharesRegistrable Securities at the time in question; provided, however, that no such amendment shall materially adversely change the rights or obligations of any Stockholder disproportionately generally vis a vis other Stockholders party to this Agreement without the written approval of such disproportionately affected Stockholder and provided, further, that no amendment to any provision that exclusively relates to the Sponsor, its Affiliates or the Sponsor Representative shall be effective without the written consent of the Sponsor Representative. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding anything in this Agreement (or this Section 6.07) to the contrary, the restrictions on Transfer set forth in Section 2.01 and Section 2.02 of this Agreement (including the Lock-up Period and the Quarterly Allocation) may (and may only) be amended, modified or waived with the prior written consent of each of (i) the Company, and (ii) the Sponsor Representative on behalf of the Sponsor; provided, that (x) any such amendment, modification or waiver shall not be more restrictive, taken as a whole, to the Stockholders and (y) no such amendment, modification or waiver shall be effective unless the terms thereof apply to all Stockholders pro rata based on the number of Lock-Up Shares held by them immediately prior to such amendment, modification or waiver.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach Party hereto. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding anything to the contrary contained herein, any amendment or modification of this Section 10.08, Section 10.11(b), the definitions of “Debt Financing Parties,” “Financing Parties,” or Section 10.16, or any defined term as used in such Sections or definitions, in a way that would be materially adverse in any respect to the Financing Parties shall require the prior written consent of such Financing Parties. Financing Parties are expressly intended as third party beneficiaries of this Section 10.08.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may be amended only be amended, modified or supplemented by an agreement in writing a written instrument signed by (a) Parent and (b) the Company and Stockholders (for so long as the Holders Stockholder continue to own Common Stock; provided, however, that no such amendment shall materially adversely change the rights or obligations of outstanding Warrants exercisable for at least any Stockholder disproportionately generally vis a majority vis other Stockholders party to this Agreement without the written approval of the Warrant Sharessuch disproportionately affected Stockholder. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Parent shall not waive any provision of this Agreement without the written consent of the Stockholders (for so long as the Stockholder continues to own Common Stock).

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach party hereto. No waiver by the Company Partnership or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The Partnership shall not amend, modify or supplement, or waive any provision of, any other warrant issued concurrently with this Warrant under the Purchase Agreement (the “Other Warrants”), unless the Partnership has (i) provided 10 Business Days’ prior written notice to the Holder of any such amendment, modification, supplement or waiver of any Other Warrants and (ii) if elected by the Holder, amended, modified, supplemented or waived the corresponding provision or provisions of this Warrant.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach Party. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding anything to the contrary contained in the foregoing or elsewhere in this Agreement, any amendment, restatement, supplement, modification or waiver of Section 8.09, Section 10.07, Section 10.08, this Section 10.09 and Section 10.10 (and the related definitions to the extent used in such Sections), in each case that is adverse in any material respect to any of the Financing Parties, will not be enforceable against any of the Financing Parties without the prior written consent of such Person(s). Any purported amendment, restatement, supplement, modification or waiver by any Party in a manner which does not comply with this Section 10.09 will be void.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by Parent and the Company at any time prior to the Effective Time and Parent and the Equityholder Representative after the Effective Time; provided, that there shall be no amendment or waiver that, pursuant to applicable Law, requires further approval of the Equityholders, without the receipt of such further approvals. Any failure of Parent or Merger Sub, on the one hand, or the Company and the Holders of outstanding Warrants exercisable for at least a majority of Equityholders, on the Warrant Shares. No waiver other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Company (and after the Effective Time, the Equityholder Representative) (with respect to any failure by Parent or Merger Sub) or by Parent or Merger Sub (with respect to any failure by the Company or the Holders of outstanding Warrants exercisable for at least Equityholders), respectively, only by a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, of any of the provisions hereof shall be effective unless explicitly set forth in writing and written instrument signed by the party granting such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareswaiver. No waiver by any party set forth above shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified modified, or supplemented supplemented, or any provision hereof may be waived, in each case by an agreement in writing signed by the Company Buyer and the Holders of outstanding Warrants exercisable for at least a majority Sellers’ Representative, and any such amendment, modification, supplement or waiver shall be binding on all parties hereto, including each of the Warrant Shares. No waiver by the Company Seller Members and Buyer, provided that any Party hereto may waive any right or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on power hereunder in its own behalf. Except for a waiver of any right or provision in favor of the Seller Members given by the Sellers’ Representative, no waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power power, or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented only by (a) the Supermajority Approval, or an agreement in writing signed by the Company each Member or their respective successors thereto; and the Holders of outstanding Warrants exercisable for at least a majority (b) approval of the Warrant SharesCompany’s Board of Managers; provided, however, that no such amendment, modification or supplement may create an additional liability or obligation of any Member, including, without limitation, by increasing the initial Capital Contribution of any Member, or remove a right or create a disproportionate adverse effect on any Member without the prior written consent of such Member. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiverother breach. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, each Member acknowledges and agrees that the Board may amend Appendix B from time to time as necessary to reflect changes to Unit ownership effective in accordance with the terms of this Agreement or as otherwise appropriate to update the information set forth thereon, and such changes to Appendix B will not require the approval of the Members but instead constitute an administrative function to be performed by the Board rather than by an amendment to this Agreement. Notwithstanding the foregoing, the Board shall have the right, without the consent of the Members (provided notice is given to the Members), to amend this Agreement, including Appendix B hereto, in such fashion as may be required to: (a) reflect the admission of new or additional Members in accordance with the terms of this Agreement and any corresponding modifications of the Interests as a result of any additional Capital Contributions pursuant to Section 3.2 or the issuance of New Securities pursuant to Section 3.8; (b) reflect the issuance and terms of new Interests issued pursuant to Sections 3.2 and 3.8; (c) cure any immaterial ambiguity or to correct or supplement any immaterial provision herein that may be inconsistent with any other immaterial provision herein; (d) prevent the Company from in any manner being (i) deemed an “investment company” subject to the provisions of the Investment Company Act of 1940, as amended, (ii) treated as a “publicly traded partnership” for purposes of Code Section 7704, or (iii) subject to federal income taxes as an association taxable as a corporation; or (e) delete or add any provision in this Agreement required to be deleted or added by a state “Blue Sky” commissioner or similar such official, which deletion or addition is deemed by such official to be for the benefit of all of the Members; provided, however, that no such amendment may be adopted if such amendment would alter the limited liability of any Member or change the status of the Company as a partnership for tax purposes. No alteration or amendment made by the Managers pursuant to this Section 11.5 shall be altered or amended by the Members without the approval of the Managers. The Members hereby specifically consent to an amendment of this Agreement from time to time in such manner as is reasonably determined by the Managers, upon the advice of counsel for the Company, to be necessary or reasonably helpful to ensure that the allocations of Book income and loss and other tax items are given effect for federal income tax purposes, including any amendments determined by the Managers, in consultation with counsel to the Company, to be necessary to comply with the Regulations under Section 704 of the Code.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, ; power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach Party hereto. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, subject to applicable Law, the Interim Order and the Final Order, the Plan of Arrangement may be amended by Ignite CAN without the consent of the Transferors or the Company, unless such amendment could reasonably be expected to adversely affect the rights of the Transferors in the Arrangement or as holders of the Exchange Shares, or could reasonably be expected to adversely affect the value of the Total Consideration.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach Party hereto. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, subject to applicable Law, the Interim Order and the Final Order, the Plan of Arrangement may be amended by MedMen and ParentCo without the consent of the Transferors or the Company, unless such amendment could reasonably be expected to adversely affect the rights of the Transferors in the Transaction or as holders of the Exchange Shares, or could reasonably be expected to adversely affect the value of the Total Consideration.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach party hereto. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, Buyer shall obtain the prior consent of the parties to the Debt Financing Commitment with respect to any amendment, modification or waiver to any provision of this Agreement which the Lenders or any other financing source in respect of the Debt Financing is expressly made a third-party beneficiary pursuant to Section 10.08, and which amendment, modification or waiver materially adverse to the Lenders or such other financing source.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach party hereto. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding anything in this Agreement or the CIT Bank Agreement to the contrary, any waiver by Sellers of any provision of Section 6.03 hereof shall require the prior approval of CIT Bank. In the event of any conflict between the provisions of this Agreement and the provisions of the CIT Bank Agreement, the provisions of this Agreement will control.

Amendment and Modification; Waiver. Except as otherwise provided hereinNeither this Agreement nor any provision hereof may be waived, this Warrant may only be amendedmodified, modified amended or supplemented terminated except by an a written agreement in writing signed by the Company and Company, the Holders holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by issued and outstanding Series A Preferred Stock and (i) prior to the Company occurrence of any Board Take Over Event, the holders of at least eighty percent (80%) of the issued and outstanding Common Stock; or (ii) from and after the Holders occurrence of outstanding Warrants exercisable for any Board Take Over Event the holders of at least a majority of the Warrant issued and outstanding First Lien Shares; provided, waiving on behalf of all Holdershowever, that no waiver, modification, amendment or termination which would materially and disproportionately adversely affect the Holder, waiving on its own behalf, rights of any of the provisions hereof party shall be effective unless explicitly set forth as to such party if such party shall not have consented in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Sharesthereto. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach party hereto. No waiver by the Company Partnership or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The Partnership shall not amend, modify or supplement, or waive any provision of, any other warrant issued concurrently with this Warrant under the Purchase Agreement (the “Other Warrants”) unless the Partnership has (i) provided 10 Business Days’ prior written notice to the Holder of any such amendment, modification, supplement or waiver of any Other Warrants and (ii) if elected by the Holder, amended, modified, supplemented or waived the corresponding provision of this Warrant.

Amendment and Modification; Waiver. [Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented only by an agreement in writing signed by the Company Holder and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant SharesCompany. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any provision hereof rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.][Except as otherwise provided herein, this Warrant may be amended, modified, modified or supplemented or waived on its behalf only by an agreement in writing signed by the Holder or the Majority Holders (as defined in the Note), on the one hand, and the Company, on the other hand. Upon the effectuation of outstanding Warrants exercisable for at least a majority such amendment, modification or supplement with the consent of the Warrant SharesMajority Holders in conformance with this paragraph, such amendment, modification or supplement shall be effective as to, and binding against, the holders of all warrants issued pursuant to the Notes (as defined in the Note), and the Company shall promptly give written notice thereof to the Holder if the Holder has not previously consented to such amendment, modification or waiver in writing; provided that the failure to give such notice shall not affect the validity of such amendment, modification or waiver. No waiver by the Company, the Majority Holders, or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party or parties so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.]

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may be amended only be amended, modified or supplemented by an agreement in writing a written instrument signed by each of (a) the Company Company, (b) the Sponsor Representative on behalf of the Sponsor and (c) the Holders Stockholders holding a majority in interest of outstanding Warrants exercisable the Registrable Securities at the time in question; provided, however, that no such amendment shall materially adversely change the rights or obligations of any Stockholder disproportionately generally vis a vis other Stockholders party to this Agreement without the written approval of such disproportionately affected Stockholder; provided, further, that no amendment to any provision that exclusively relates to the Sponsor, its Affiliates or the Sponsor Representative shall be effective without the written consent of the Sponsor Representative; and provided, further, that any amendment to or waiver of any provision of this Agreement shall also require the written consent of each Stockholder for so long as such Stockholder and its affiliates hold, in the aggregate, at least a majority five percent (5%) of the Warrant SharesCommon Stock outstanding at the time of such proposed amendment or waiver. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding anything in this Agreement (or this Section 6.07) to the contrary, the restrictions on Transfer set forth in Section 2.01 and Section 2.02 of this Agreement (including the Lock-up Periods) may (and may only) be amended, modified or waived with the prior written consent of each of (i) the Company, and (ii) the Sponsor Representative on behalf of the Sponsor; provided, that (x) any such amendment, modification or waiver shall not be more restrictive, taken as a whole, to the Stockholders and (y) no such amendment, modification or waiver shall be effective unless the terms thereof apply to all Stockholders pro rata based on the aggregate number of Sponsor Shares and Merger Shares held by them immediately prior to such amendment, modification or waiver.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company Glorious and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant SharesCompany. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, subject to applicable Law, the Interim Order and the Final Order, the Plan of Arrangement may be amended by Glorious without the consent of the Company Shareholders or the Company, unless such amendment could reasonably be expected to adversely affect the rights of the Company Shareholders in the Arrangement or as holders of the Consideration Shares, or could reasonably be expected to adversely affect the value of the Total Consideration.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented only by an agreement in writing signed by the Holder, on the one hand, and the Company, on the other hand. In addition, any term of this Note may be amended or waived with the written consent of the Company and the Majority Holders. Notwithstanding the foregoing, if any amendment or waiver materially and adversely treats one or more Holders in a manner that is disproportionate to such treatment of outstanding Warrants exercisable for at least a majority all other Holders, such amendment or waiver shall also require the written consent of the Warrant SharesHolders disproportionately treated. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such the party or parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided hereinSubject to Section 8.1, neither this Warrant Agreement nor any provision hereof may only be amendedwaived, modified modified, amended or supplemented terminated except by an a written agreement in writing signed by the Company and Company, the Holders holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by issued and outstanding Series A Preferred Stock and (i) prior to the Company occurrence of any Board Take Over Event, the holders of at least eighty percent (80%) of the issued and outstanding Common Stock; or (ii) from and after the Holders occurrence of outstanding Warrants exercisable for any Board Take Over Event the holders of at least a majority of the Warrant issued and outstanding First Lien Shares; provided, waiving on behalf however, that no amendment or waiver of all HoldersSections 2.1, 2.3, 2.6, 3.1 or the Holder, waiving on its own behalf, of any of the provisions 5.1 hereof shall be effective unless explicitly set forth in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf except by the written consent of Cetus and the Majority Holders of outstanding Warrants exercisable for holding at least a majority of the Warrant Sharesshares of Common Stock held by the Majority Holders; provided, further, that no waiver, modification, amendment or termination which would materially and disproportionately adversely affect the rights of any Stockholder Party shall be effective as to such Stockholder Party if such Stockholder Party shall not have consented in writing thereto. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement set forth in writing and signed by Buyer, the Company Company, Seller Representative and Sellers, including the Holders of outstanding Warrants exercisable for at least Seller Representative, who held a majority of the Warrant SharesMembership Interests prior to the Closing. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving, except that the Seller Representative may waive provisions of this Agreement on behalf of all Sellers. The Holder hereby acknowledges Notwithstanding anything to the contrary contained in this Agreement, Section 9.02, Section 10.08, this Section 10.09 and Section 10.12 may not be amended or modified in whole or in part in a manner that impacts or is adverse in any provision hereof may be amended, modified, supplemented or waived on its behalf by respect to any Debt Financing Source under the Holders Debt Commitment Letter without the written consent of outstanding Warrants exercisable for at least a majority of the Warrant Sharessuch Debt Financing Source. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the aggregate number of Warrant SharesShares issued pursuant to the Purchase Agreement. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the such Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the such Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented waived only by an agreement in writing a written instrument signed by each of (a) the Company Company, (b) the Sponsor Representative on behalf of the Sponsor and (c) the Holders Stockholders holding a majority in interest of outstanding Warrants exercisable for the Registrable Securities at the time in question; provided, however, that no such amendment, modification or waiver shall materially adversely change the rights or obligations of any Stockholder disproportionately generally vis a vis other Stockholders party to this Agreement without the written approval of such disproportionately affected Stockholder; provided, further, that no amendment, modification or waiver to any provision that materially adversely changes the rights or obligations of the Sponsor, its Affiliates or the Sponsor Representative shall be effective without the written consent of the Sponsor Representative; and provided, further, that no amendment, modification or waiver to any provision that materially adversely changes the rights or obligations of the Legacy Target Stockholders, shall be effective without the written consent of the Legacy Target Stockholders holding at least a majority in interest of the Warrant SharesRegistrable Securities then held by the Legacy Target Stockholders. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by Parent and the Company at any time prior to the Effective Time and Parent and the Holders of outstanding Warrants exercisable for at least a majority Shareholders’ Representative after the Effective Time; provided, that there shall be no amendment or waiver that, pursuant to applicable Law, requires further approval of the Warrant SharesShareholders, without the receipt of such further approvals. No waiver Any failure of Parent or Merger Sub, on the one hand, or the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Company (and after the Effective Time, the Shareholders’ Representative) (with respect to any failure by Parent or Merger Sub) or by Parent or Merger Sub (with respect to any failure by the Holders of outstanding Warrants exercisable for at least Company), respectively, only by a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, of any of the provisions hereof shall be effective unless explicitly set forth in writing and written instrument signed by the party granting such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareswaiver. No waiver by any party set forth above shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented waived only by an agreement in writing a written instrument signed by each of (a) the Company Company, (b) the Sponsor Representative on behalf of the Sponsor and (c) the Holders of outstanding Warrants exercisable for at least Stockholders holding a majority in interest of the Warrant SharesRegistrable Securities at the time in question; provided, however, that no such amendment, modification or waiver shall materially adversely change the rights or obligations of any Stockholder disproportionately generally vis a vis other Stockholders party to this Agreement without the written approval of such disproportionately affected Stockholder; provided, further, that no amendment, modification or waiver to any provision that materially adversely changes the rights or obligations of the Sponsor, its Affiliates or the Sponsor Representative shall be effective without the written consent of the Sponsor Representative. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, This Warrant is one of a series of warrants issued by the Company on the date hereof (the “International Holdings Warrants”). The provisions of this Warrant may only be amended, modified or supplemented by an agreement in writing signed by amended and the Company and may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Holders Company has obtained the written consent of outstanding either (a) the Holder of this Warrant or (b) the holders of International Holdings Warrants exercisable for representing at least a majority 50% of the Warrant SharesShares to be issued, cumulatively, upon the exercise of all the International Holdings Warrants; provided that no such action may increase the Exercise Price of this Warrant or decrease the number of shares or class of stock to be issued upon exercise of this Warrant without the written consent of the Holder of this Warrant. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power power, or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power power, or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant the provisions of the Warrants may only be amended, modified or supplemented by an agreement in writing signed by amended and the Company and may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holders of outstanding 2010 Warrants exercisable for at least representing a majority of the Warrant Shares. No waiver Shares obtainable upon exercise of the unexercised portion of all 2010 Warrants outstanding on the date of such amendment, action or omission; provided that any reduction in the Exercise Period or increase in the Exercise Price shall (a) only be effective with respect to unexercised Warrants held by all Holders if approved by the Company or written consent of the Holders of at least ninety percent (90%) of 2010 Warrants outstanding as of the date of such amendment (b) only be effective with respect to unexercised Warrants held by Holders that consented to such amendment in writing, if such amendment is approved by Holders of greater than a majority but less than ninety percent (90%) of 2010 Warrants outstanding as of the date of such amendment. For purposes of this Warrant, “2010 Warrants” means warrants exercisable for at least an aggregate of 1,500,806.79 shares of Common Stock (of which this Warrant constitutes a majority of part), originally issued to the Warrant Shares, waiving Trust and The Steel Partners Liquidating Trust – Series A on behalf of all Holders, or the Holder, waiving on its own behalf, of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant SharesOriginal Issue Date. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shareseach Party. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties the Party so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding the foregoing, subject to applicable Law, the Interim Order and the Final Order, the Plan of Arrangement may be amended without the consent of all of the Parties (i) if such amendment is agreed to in writing by Harvest and the Company, each acting reasonably, or (ii) to the extent permitted under the Plan of Arrangement or the Interim Order or Final Order.

Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each of the Company Parties. The Parties acknowledge and agree that they shall reasonably cooperate on any modifications to the terms of the Lease Assignment Agreement, the Contract Assignment Agreement, the Assets and Liabilities Assignment Agreement, the Employee Releases and the Holders Option Amendment Agreement as may reasonably be required as a result of outstanding Warrants exercisable for at least a majority of any additional facts or circumstances as determined between the Warrant SharesEffective Date and the Closing, with such modifications to be agreed by the Parties, each in their reasonable discretion. No waiver by the Company or the Holders of outstanding Warrants exercisable for at least a majority of the Warrant Shares, waiving on behalf of all Holders, or the Holder, waiving on its own behalf, any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such parties so waiving. The Holder hereby acknowledges that any provision hereof may be amended, modified, supplemented or waived on its behalf by the Holders of outstanding Warrants exercisable for at least a majority of the Warrant SharesParty. No waiver by any party Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rightsright, remedy, power or privilege arising from this Warrant Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.