Common use of Certain Adjustments Clause in Contracts

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(c)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Companyadjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or any extraordinary dividend conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right warrant or other distribution to holders conversion shall not have been exercised, the number of the Warrant Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms purchasable upon exercise of this AgreementWarrant, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under extent this Agreement Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the terms original adjustment not been required, as the case may be) on the basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; fact that Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the fact that such shares of other awards under Common Stock, if any, were issued or sold for the Plan consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or otherwise. In grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the event effect of any change decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units excess of the Partnershipamount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by reason this Warrant in accordance with the essential intent and principles of any share dividend or splitthe adjustments set forth in this Section 3 then, recapitalizationin each such case, merger, consolidation, spin-off, combination or exchange the Board of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership LLC Agreement, and except as otherwise provided therein, if (i) the Company Parent Member shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the CompanyParent Member, spin-off of a SubsidiarySubsidiary of the Parent Member, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the CompanyParent Member, or any extraordinary dividend or other distribution to holders of the Shares or Class A Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee Company necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee Company shall take such action as it deems necessary to maintain the EmployeeParticipant’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Class A Common Partnership Units of the PartnershipUnits) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Class A Common Partnership Units, shares or other securities received by the Employee Participant with respect to the applicable Award LTIP Unit which have not been earned vested or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement(a) If, and except as otherwise provided thereinwhenever, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate prior to the rights existing under termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the LTIP Units recapitalization if, immediately prior to such eventrecapitalization, including, without limitation: the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (Ac) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in changes to the outstanding Ordinary Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split, recapitalization, merger, consolidation-ups, spin-offoffs, combination or exchange of shares exchanges or other corporate changerelevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or any distribution to common shareholders actions taken by the Board of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect pursuant to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and this Section shall be deposited with the Companyconclusive and binding for all purposes.

Certain Adjustments. The LTIP Units (a) If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on the Common Stock or any other equity or equity equivalent securities payable in Common Stock (which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of this Warrant) (“Common Stock Equivalents”), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues securities in connection with a reclassification of the Common Stock of the Company, then in each case the Per Share Warrant Price shall be multiplied by a fraction the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective at the close of business on the effective date in the case of a subdivision, combination or re-classification. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in 3(a) or 3(b); and in each such case, the Partnership Agreementterms of this Section 3 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and except as otherwise provided therein, if (i) obligations of the Company shall at hereunder. Notice of any time be involved in a mergersuch reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, reorganizationsale or conveyance and of said provisions so proposed to be made, exchange shall be mailed to the Holders of shares, the Warrants not less than ten (10) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this Section 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (d) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Company, adjusted Per Share Warrant Price between or any extraordinary dividend among shares or other distribution to holders such classes of the Shares capital stock or Common Partnership Units Stock and other than regular dividends shall occur, or capital stock. (iiif) In case any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreementsuch case, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms Board of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Option Units shall be subject to adjustment as provided in the Partnership LLC Agreement, and except as otherwise provided therein, if (i) the Company Parent Member shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the CompanyParent Member, spin-off of a SubsidiarySubsidiary of the Parent Member, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the CompanyParent Member, or any extraordinary dividend or other distribution to holders of the Shares or Class A Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee Company necessitates action by way of appropriate equitable adjustment in the terms of this Award Agreement, the Plan or the LTIP Option Units, then the Committee Company shall take such action as it deems necessary to maintain the EmployeeParticipant’s rights hereunder so that they are substantially proportionate to the rights existing under this Award Agreement and the terms of the LTIP Option Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; Option Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to the Class A Common Partnership Units of the PartnershipUnits) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any LTIP Units, Class A Common Partnership Units, shares or other securities received by the Employee Participant with respect to the applicable Award LTIP Unit Option Units for which the Vesting Period shall not have not been earned or still subject to a risk of forfeiture expired will be subject to the same restrictions as the Award LTIP Option Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP (a) If the outstanding Common Units are changed into or exchanged for a different number or kind of securities of the Company or a successor entity (including a "C-corporation" that becomes the successor or parent of the Company in connection with a roll-up or similar exchange transaction in connection with an initial public offering) through a capital reorganization or reclassification, or if the number of outstanding Common Units is changed through a split of Common Units, reverse split of Common Units or issuance of a Common Unit dividend, then a reasonable and appropriate adjustment shall be subject to adjustment as provided made by the Company in the Partnership Agreement, and except as otherwise provided therein, if (i) the number or kind of Common Units that may be purchased pursuant to the exercise of this Warrant, and (ii) the number, exercise price, or kind of securities subject to this Warrant. Any such adjustment in this Warrant, however, shall be made without a change in the total price applicable to the unexercised portion of this Warrant but with a corresponding adjustment in the price for each Common Unit covered by this Warrant. In making such adjustments, or in determining that no such adjustments are necessary, the Company may rely upon the advice of counsel and accountants to the Company, and the reasonable determination of the Company shall at any time be involved in a merger, consolidation, binding. (b) Upon (i) the dissolution, liquidation, reorganization, exchange of shares, or sale of all or substantially all of the business, properties and assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalizationreorganization, merger, consolidation, spin-off, combination sale or exchange of shares securities in which the Company does not survive, (iii) any reorganization, merger, consolidation, sale or exchange of securities in which the Company does survive and any of the Company's members have the opportunity to receive cash, securities of another' entity and/or other corporate changeproperty in exchange for their Common Units (other than a "roll-up" or similar exchange transaction in connection with an initial public offering), or (iv) any distribution to common shareholders acquisition by any person or group (as defined in Section 13(d) of the Company other Securities Exchange Act of 1934, as amended), of beneficial ownership of more than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk fifty percent (50%) of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.'s then outstanding Common Units (each of the events described in clauses (i), (ii), (iii), or (iv) is

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(c)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Companyadjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or any extraordinary dividend conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right warrant or other distribution to holders conversion shall not have been exercised, the number of the Warrant Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms purchasable upon exercise of this AgreementWarrant, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under extent this Agreement Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the terms original adjustment not been required, as the case may be) on the basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; fact that Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the fact that such shares of other awards under Common Stock, if any, were issued or sold for the Plan consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or otherwise. In grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the event effect of any change decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units excess of the Partnershipamount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by reason this Warrant in accordance with the essential intent and principles of any share dividend or splitthe adjustments set forth in this Section 3 then, recapitalizationin each such case, merger, consolidation, spin-off, combination or exchange the Board of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the PartnershipUnits) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (ia) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (iib) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iiic) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Restricted LTIP Unit Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (Ai) adjustments in the LTIP Units; Units; and (Bii) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the PartnershipUnits) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award Restricted LTIP Unit Units for which the Vesting Period shall not have not been earned or still subject to a risk of forfeiture expired will be subject to the same restrictions as the Award Restricted LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP (a) If the outstanding Common Units are changed into or exchanged for a different number or kind of securities of the Company or a successor entity (including a "C-corporation" that becomes the successor or parent of the Company in connection with a roll-up or similar exchange transaction in connection with an initial public offering) through a capital reorganization or reclassification, or if the number of outstanding Common Units is changed through a split of Common Units, reverse split of Common Units or issuance of a Common Unit dividend, then a reasonable and appropriate adjustment shall be subject to adjustment as provided made by the Company in the Partnership Agreement, and except as otherwise provided therein, if (i) the number or kind of Common Units that may be purchased pursuant to the exercise of this Warrant, and (ii) the number, exercise price, or kind of securities subject to this Warrant. Any such adjustment in this Warrant, however, shall be made without a change in the total price applicable to the unexercised portion of this Warrant but with a corresponding adjustment in the price for each Common Unit covered by this Warrant. In making such adjustments, or in determining that no such adjustments are necessary, the Company may rely upon the advice of counsel and accountants to the Company, and the reasonable determination of the Company shall at any time be involved in a merger, consolidation, binding. (b) Upon (i) the dissolution, liquidation, reorganization, exchange of shares, or sale of all or substantially all of the business, properties and assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalizationreorganization, merger, consolidation, spin-off, combination sale or exchange of shares securities in which the Company does not survive, (iii) any reorganization, merger, consolidation, sale or exchange of securities in which the Company does survive and any of the Company's members have the opportunity to receive cash, securities of another entity and/or other corporate changeproperty in exchange for their Common Units (other than a "roll-up" or similar exchange transaction in connection with an initial public offering), or (iv) any distribution to common shareholders acquisition by any person or group (as defined in Section 13(d) of the Company other Securities Exchange Act of 1934, as amended), of beneficial ownership of more than regular dividendsfifty percent (50%) of the Company's then outstanding Common Units (each of the events described in clauses (i), (ii), (iii), or (iv) is referred to herein as an "Extraordinary Event"), this Warrant shall terminate unless it survives the Extraordinary Event pursuant to Section 6(d) below. (c) Merchandiser shall have the right until ten (10) days before the effective date of any Common Partnership UnitsExtraordinary, shares Event to exercise, in whole or other securities received by the Employee with respect in part, this Warrant, but only to the applicable Award LTIP Unit extent to which have not been earned or still subject to a risk of forfeiture will be subject it is exercisable pursuant to the same restrictions as provisions hereof. In this regard, the Award LTIP Units Company shall notify Merchandiser in writing of the Company's intent to engage in any Extraordinary Event on or before the date (the "Notice Date") that is no less than thirty (30) days before the effective date of such Extraordinary Event. In addition, notwithstanding anything to the contrary contained herein, if an Extraordinary Event shall occur during the term of the Merchandiser Agreement, then, solely for purposes of determining the extent to which this Warrant is exercisable in accordance with respect to an equivalent number of shares or securities and this Section 6(c), Highest Sales shall be deposited determined either (i) with reference to each period of twelve (12) consecutive calendar months of the Companyterm of the Merchandiser Agreement prior to the Notice Date; or (ii) if fewer than twelve (12) months have elapsed since the commencement of the term of the Merchandiser Agreement, on an annualized basis.

Certain Adjustments. The LTIP (a) If the outstanding Common Units are changed into or exchanged for a different number or kind of securities of the Company or a successor entity (including a `C-corporation" that becomes the successor or parent of the Company in connection with a roll-up or similar exchange transaction in connection with an initial public offering) through a capital reorganization or reclassification, or if the number of outstanding Common Units is changed through a split of Common Units, reverse split of Common Units or issuance of a Common Unit dividend, then an appropriate adjustment shall be subject to adjustment as provided made by the Company in the Partnership Agreement, and except as otherwise provided therein, if (i) the number or kind of Common Units that may be purchased pursuant to the exercise of this Warrant, and (ii) the number, exercise price, or kind of securities subject to this Warrant. Any such adjustment in this Warrant, however, shall be made without a change in the total price applicable to the unexercised portion of this Warrant but with a corresponding adjustment in the price for each Common Unit covered by this Warrant. In making such adjustments, or in determining that no such adjustments are necessary, the Company may rely upon the advice of counsel and accountants to the Company, and the determination of the Company shall at any time be involved in a merger, consolidation, binding. (b) Upon (i) the dissolution, liquidation, reorganization, exchange of shares, or sale of all or substantially all of the business, properties and assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalizationreorganization, merger, consolidation, spin-off, combination sale or exchange of shares securities in which the Company does not survive, (iii) any reorganization, merger, consolidation, sale or exchange of securities in which the Company does survive and any of the Company's members have the opportunity to receive cash, securities of another entity and/or other corporate changeproperty in exchange for their Common Units (other than a "roll-up" or similar exchange transaction in connection with an initial public offering), or (iv) any acquisition by any person or group (as defined in Section 13(d)) of the Securities Exchange Act of 1934, as amended), of beneficial ownership of more than fifty percent (50%) of the Company's then outstanding Common Units (each of the events described in clauses (i), (ii), (iii), or (iv) is referred to herein as an "Extraordinary Event"), this Warrant shall terminate unless it survives the Extraordinary Event pursuant to Section 6(d) below. (c) Merchandiser shall have the right until ten (10) days before the effective date of any Extraordinary Event to exercise, in whole or in part, this Warrant, but only to the extent to which it is exercisable pursuant to the provisions hereof. In this regard, the Company shall notify Merchandiser in writing of the Company's intent to engage in any Extraordinary Event on or before the date (the "Notice Date") that is no less than twenty (20) days before the effective date of such Extraordinary Event. In addition, notwithstanding anything to the contrary contained herein, if an Extraordinary Event shall occur during the term of the Merchandiser Agreement, then, solely for purposes of determining the extent to which this Warrant is exercisable in accordance with this Section 6(c), Highest Sales shall be determined either: (i) with reference to each period of twelve (12) consecutive calendar months of the term of the Merchandiser Agreement prior to the Notice Date; or (ii) if fewer than twelve (12) months have elapsed since the commencement of the term of the Merchandiser Agreement, on an annualized basis. (d) If an Extraordinary Event occurs during the term of the Merchandiser Agreement, then the Company shall be obligated to either, in its sole discretion: (i) cause this Warrant to survive such Extraordinary Event or (ii) cause the surviving entity (which may be the Company), or any distribution other entity that, after giving effect to common shareholders the Extraordinary Event, owns, directly or indirectly, fifty percent (50%) or more of the Company other than regular dividends, any Company's then outstanding Common Partnership Units, shares to tender to Merchandiser a substitute warrant to purchase units or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.equity interests in such

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit Company or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Common Shares or Common Partnership Class A Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Compensation Committee of the Board (the “Committee”) necessitates action by way of appropriate equitable adjustment in the terms of this Restricted LTIP Unit Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Common Shares (or corresponding change in the Conversion Factor (as defined in the Partnership Agreement) applicable to Common Partnership Class A Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Class A Units, shares or other securities received by the Employee with respect to the applicable Award Restricted LTIP Unit Units for which the Vesting Period shall not have not been earned or still subject to a risk of forfeiture expired will be subject to the same restrictions as the Award Restricted LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(c)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. The Company may, but shall not be obligated to obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Companyadjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or any extraordinary dividend conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right warrant or other distribution to holders conversion shall not have been exercised, the number of the Warrant Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms purchasable upon exercise of this AgreementWarrant, to the Plan or the LTIP Unitsextent this Warrant has not then been exercised, then the Committee shall, upon such expiration, be readjusted and shall take thereafter be such action as it deems necessary to maintain would have been had it been originally adjusted (or had the Employee’s rights hereunder so that they are substantially proportionate to original adjustment not been required, as the rights existing under this Agreement and case may be) on the terms basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; number of shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the amount of other awards under consideration actually received by the Plan Company upon such exercise plus the amount of consideration, if any, actually received by the Company for the issuance, sale or otherwise. In grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the event effect of any change decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units excess of the Partnershipamount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by reason this Warrant in accordance with the essential intent and principles of any share dividend or splitthe adjustments set forth in this Section 3 then, recapitalizationin each such case, merger, consolidation, spin-off, combination or exchange the Board of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by this Warrant. Upon such determination, the Employee with respect Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities Holder and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement(a) Adjustments for Dividends, and except as otherwise provided thereinDistributions, if Stock Splits, Etc. (i) In case the Company shall pay or make a dividend or other distribution on Common Stock in Common Stock, each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination; and (B) the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately at the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (ii) In case the Company shall issue rights, warrants or options, other than pursuant to any dividend reinvestment plans or share purchase plans, to all holders of its Common Stock (not being available on an equivalent basis to Holders of the Units upon settlement of the Purchase Contracts underlying such Units) entitling them, for a period expiring within 45 days after the record date for the determination of shareholders entitled to receive such rights, warrants or options, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date of announcement of such issuance, each Fixed Settlement Rate in effect at the close of business on the date of such announcement shall be involved increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price; and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement. The Company agrees that it shall notify the Purchase Contract Agent if any issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and each Fixed Settlement Rate shall thereupon be readjusted to the Fixed Settlement Rate in effect immediately prior to the date of such announcement. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company. (iii) In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, each Fixed Settlement Rate in effect at the close of business on the day preceding the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, such Settlement Rate in effect at the close of business on the day preceding the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately at the opening of business on the day following the day upon which such subdivision, split or combination becomes effective. (iv) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including shares of capital stock, securities, cash and property but excluding any rights, warrants or options referred to in paragraph (ii) of this Section 5.04(a), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (i) of this Section 5.04(a)), each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such distribution shall be adjusted by dividing such rate by a fraction of which: (A) the numerator shall be the Current Market Price per share of Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be generally described in a merger, consolidation, dissolution, liquidation, reorganization, exchange Board Resolution) of shares, sale of all or substantially all the portion of the assets or stock evidences of indebtedness so distributed applicable to one share of Common Stock; and (B) the Companydenominator shall be such Current Market Price per share of Common Stock, spin-off such adjustment to become effective at the opening of a Subsidiarybusiness on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this paragraph (iv) is applicable, business unit or other transaction similar thereto, paragraph (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee Section 5.04(a) shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwisenot be applicable. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. (v) In case the Company or any of its subsidiaries shall, by dividend or otherwise, make distributions consisting exclusively of cash to all holders of its Common Stock, excluding any change cash dividend or distribution on the Common Stock to the extent that the aggregate cash dividend or distribution per share of Common Stock in any quarter does not exceed $[ ] (the outstanding Shares “Dividend Threshold Amount”) (the Dividend Threshold Amount is subject to adjustment whenever the Fixed Settlement Rate is adjusted, which adjustment shall be the inverse of the adjustment made to the Fixed Settlement Rate, provided that no adjustment shall be made to the Dividend Threshold Amount for any adjustment made pursuant to this Section 5.04(a)(v)) then, in such case, each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such distribution dividend or corresponding change in distribution shall be adjusted by dividing such rate by a fraction of which: (A) the Conversion Factor numerator shall be the Current Market Price on such date less the amount of cash so distributed applicable to one share of Common Partnership Units Stock in excess of the PartnershipDividend Threshold Amount; and (B) by reason the denominator shall be the Current Market Price on such date, such adjustment to be effective at the opening of any share business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or splitdistribution; provided that if the portion of the cash so distributed applicable to one share of Common Stock in excess of the Dividend Threshold Amount is equal to or greater than the Current Market Price on such date, recapitalizationin lieu of the foregoing adjustment, mergeradequate provision shall be made so that each holder of a Unit shall have the right to receive upon settlement of the Units such excess amount. In the event that such dividend or distribution is not so paid or made, consolidation, spin-off, combination each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. (vi) In case a tender or exchange of shares or other corporate change, offer made by the Company or any distribution to common shareholders subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, each Fixed Settlement Rate shall be increased so that the same shall equal the rate determined by dividing such Fixed Settlement Rate in effect immediately prior to the Expiration Time by a fraction, (A) the numerator of which shall be equal to (A) the product of (I) the Current Market Price of a share of Common Stock as of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any shares accepted in terms of the tender or exchange offer, such shares being referred to as the “Purchased Shares”) at the Expiration Time less (B) the fair market value (determined by the Board of Directors as aforesaid) of the aggregate consideration payable to stockholders for all Purchased Shares, and (B) the denominator of which shall be the product of the (x) number of shares of Common Stock outstanding at the Expiration Time less any Purchased Shares and (y) the Current Market Price of a share of Common Stock at the Expiration Time, such adjustment to become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate that would then be in effect if such tender or exchange offer had not been made. (vii) The reclassification of Common Stock into securities including securities other than regular dividendsCommon Stock (other than any reclassification upon a Reorganization Event to which Section 5.04(b) applies) shall be deemed to involve: (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of shareholders entitled to receive such distribution” and the “date fixed for such determination” within the meaning of paragraph (iv) of this Section); and (B) a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision, split or combination becomes effective” within the meaning of paragraph (iii) of this Section). (viii) The “Current Market Price” per share of Common Stock on any Common Partnership Units, shares or other securities received by date of determination means the Employee average of the daily Closing Prices for the ten Trading Days ending on the earlier of such date of determination and the day before the “ex date” with respect to the applicable Award LTIP Unit which have not been earned issuance or still subject to a risk distribution requiring such computation. For purposes of forfeiture will be subject to this paragraph, the same restrictions as the Award LTIP Units term “ex date,” when used with respect to an equivalent number any issuance or distribution, shall mean the first date on which Common Stock trades regular way on such exchange or in such market without the right to receive such issuance or distribution. (ix) All adjustments to the Fixed Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). (x) The Company may, but shall not be required to, make such increases in the Fixed Settlement Rate, in addition to those required by this Section, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or securities and distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason. Any such adjustment to the Fixed Settlement Rate shall be deposited with proportionally made to both the CompanyMaximum Share Number and the Minimum Share Number. (xi) If the Company has any stockholder rights plan in effect upon settlement of the Purchase Contracts, a Holder shall be entitled to receive upon settlement of its Purchase Contracts, in addition to the shares of Common Stock issuable upon settlement of such Purchase Contract, the related rights for the Common Stock, unless such rights under the stockholder rights plan have separated from the Common Stock at the time of settlement, in which case each Fixed Settlement Rate shall be adjusted as provided in this Section 5.04 on the date such rights separate from the Common Stock.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. Upon completion of the Stock Split, the number of Warrant Shares shall be 500,000 and the Per Share Warrant Price shall be $0.01. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be provided to the Holder not more than five business days after such event. A sale of all or substantially all of the assets or stock of the Company, spin-off Company for a consideration consisting primarily of securities shall be deemed a Subsidiary, business unit consolidation or merger for the foregoing purposes. (c) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure modification of the Company, or any extraordinary dividend or other distribution to holders rights of the Shares Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or Common Partnership Units other than regular dividends shall occur, or modification and the manner of computing the same and provide such statement to Holder. (iiid) In case any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreementsuch case, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms board of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect to Warrants. Upon such determination, the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture Company will be subject to promptly notify the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities Holder and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement(a) Adjustments for Dividends, and except as otherwise provided thereinDistributions, if Stock Splits, Etc. (i) In case the Company shall at any time be involved in pay or make a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution on Common Stock in Common Stock, each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination; and (B) the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately at the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (ii) In case the Company shall issue rights, warrants or options, other than pursuant to any dividend reinvestment plans or share purchase plans, to all holders of its Common Stock (not being available on an equivalent basis to Holders of the Shares Units upon settlement of the Purchase Contracts underlying such Units) entitling them, for a period expiring within 45 days after the record date for the determination of shareholders entitled to receive such rights, warrants or options, to subscribe for or purchase shares of Common Partnership Units other Stock at a price per share less than regular dividends the Current Market Price per share of Common Stock on the date of announcement of such issuance, each Fixed Settlement Rate in effect at the close of business on the date of such announcement shall occurbe increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price; and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement. The Company agrees that it shall notify the Purchase Contract Agent if any issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and each Fixed Settlement Rate shall thereupon be readjusted to the Fixed Settlement Rate in effect immediately prior to the date of such announcement. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company. (iii) any other event In case outstanding shares of Common Stock shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan be subdivided or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to split into a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent greater number of shares of Common Stock, each Fixed Settlement Rate in effect at the close of business on the day preceding the day upon which such subdivision or securities and split becomes effective shall be deposited with proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, such Settlement Rate in effect at the Companyclose of business on the day preceding the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately at the opening of business on the day following the day upon which such subdivision, split or combination becomes effective. (iv) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including shares of capital stock, securities, cash and property but excluding any rights, warrants or options referred to in paragraph (ii) of this Section 5.04(a), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (i) of this

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement(a) Adjustments for Dividends, and except as otherwise provided thereinDistributions, if Stock Splits, Etc. (i) In case the Company shall pay or make a dividend or other distribution on Common Stock in Common Stock, each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination; and (B) the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately at the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (ii) In case the Company shall issue rights, warrants or options, other than pursuant to any dividend reinvestment plans or share purchase plans, to all holders of its Common Stock (not being available on an equivalent basis to Holders of the Common SPACES upon settlement of the Stock Purchase Contracts underlying such Common SPACES) entitling them, for a period expiring within 45 days after the record date for the determination of stockholders entitled to receive such rights, warrants or options, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date of announcement of such issuance, each Fixed Settlement Rate in effect at the close of business on the date of such announcement shall be involved increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price; and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement. The Company agrees that it shall notify the Stock Purchase Contract Agent if any issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and each Fixed Settlement Rate shall thereupon be readjusted to the Fixed Settlement Rate in effect immediately prior to the date of such announcement. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company. (iii) In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, each Fixed Settlement Rate in effect at the close of business on the day preceding the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, such Settlement Rate in effect at the close of business on the day preceding the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately at the opening of business on the day following the day upon which such subdivision, split or combination becomes effective. (iv) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including shares of capital stock, securities, cash and property but excluding any rights, warrants or options referred to in paragraph (i) or (ii) of this Section 5.04(a), and any dividend or distribution paid exclusively in cash), each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted by dividing such rate by a fraction of which: (A) the numerator shall be the Current Market Price per share of Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be generally described in a merger, consolidation, dissolution, liquidation, reorganization, exchange Board Resolution) of shares, sale of all or substantially all the portion of the assets or stock evidences of the Company, spin-off indebtedness so distributed applicable to one share of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and Stock; and (B) substitution the denominator shall be such Current Market Price per share of other awards under Common Stock, such adjustment to become effective at the Plan or otherwiseopening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In the event of any change case in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.this paragraph

Certain Adjustments. The LTIP (a) If the outstanding Common Units are changed into or exchanged for a different number or kind of securities of the Company or a successor entity (including a `C-corporation" that becomes the successor or parent of the Company in connection with a roll-up or similar exchange transaction in connection with an initial public offering) through a capital reorganization or reclassification, or if the number of outstanding Common Units is changed through a split of Common Units, reverse split of Common Units or issuance of a Common Unit dividend, then an appropriate adjustment shall be subject to adjustment as provided made by the Company in the Partnership Agreement, and except as otherwise provided therein, if (i) the number or kind of Common Units that may be purchased pursuant to the exercise of this Warrant, and (ii) the number, exercise price, or kind of securities subject to this Warrant. Any such adjustment in this Warrant, however, shall be made without a change in the total price applicable to the unexercised portion of this Warrant but with a corresponding adjustment in the price for each Common Unit covered by this Warrant. In making such adjustments, or in determining that no such adjustments are necessary, the Company may rely upon the advice of counsel and accountants to the Company, and the determination of the Company shall at any time be involved in a merger, consolidation, binding. (b) Upon (i) the dissolution, liquidation, reorganization, exchange of shares, or sale of all or substantially all of the business, properties and assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalizationreorganization, merger, consolidation, spin-off, combination sale or exchange of shares securities in which the Company does not survive, (iii) any reorganization, merger, consolidation, sale or exchange of securities in which the Company does survive and any of the Company's members have the opportunity to receive cash, securities of another entity and/or other corporate changeproperty in exchange for their Common Units (other than a "roll-up" or similar exchange transaction in connection with an initial public offering), or (iv) any distribution to common shareholders acquisition by any person or group (as defined in Section 13(d)) of the Company other Securities Exchange Act of 1934, as amended), of beneficial ownership of more than regular dividendsfifty percent (50%) of the Company's then outstanding Common Units (each of the events described in clauses (i), (ii), (iii), or (iv) is referred to herein as an "Extraordinary Event"), this Warrant shall terminate unless it survives the Extraordinary Event pursuant to Section 6(d) below. (c) Merchandiser shall have the right until ten (10) days before the effective date of any Common Partnership UnitsExtraordinary Event to exercise, shares in whole or other securities received by the Employee with respect in part, this Warrant, but only to the applicable Award LTIP Unit extent to which have not been earned or still subject to a risk of forfeiture will be subject it is exercisable pursuant to the same restrictions as provisions hereof. In this regard, the Award LTIP Units Company shall notify Merchandiser in writing of the Company's intent to engage in any Extraordinary Event on or before the date (the "Notice Date") that is no less than twenty (20) days before the effective date of such Extraordinary Event. In addition, notwithstanding anything to the contrary contained herein, if an Extraordinary Event shall occur during the term of the Merchandiser Agreement, then, solely for purposes of determining the extent to which this Warrant is exercisable in accordance with respect to an equivalent number of shares or securities and this Section 6(c), Highest Sales shall be deposited determined either: (i) with reference to each period of twelve (12) consecutive calendar months of the Companyterm of the Merchandiser Agreement prior to the Notice Date; or (ii) if fewer than twelve (12) months have elapsed since the commencement of the term of the Merchandiser Agreement, on an annualized basis.

Certain Adjustments. The LTIP Units number of Warrant Shares shall be subject to adjustment from time to time in certain cases as provided in the Partnership Agreement, and except as otherwise provided therein, if follows: (i) In case the Company shall: (a) pay a dividend on the Common Stock in shares of its capital stock; (b) subdivide its outstanding Common Stock into a greater number of shares; (c) combine the shares of its outstanding Common Stock into a smaller number of shares; or (d) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) any shares of its capital stock, then the remaining number of Warrant Shares issuable upon exercise of this Warrant immediately prior thereto shall be proportionately adjusted so that the Holder of any portion of this Warrant thereafter exercised shall be entitled to receive, to the extent permitted by applicable law, the number and kind of shares of capital stock of the Company which such holder would have owned or have been entitled to receive after the happening of such event had this Warrant been exercised immediately prior to the happening of such event. Such adjustment shall be made whenever any of such events shall occur. An adjustment made pursuant to this Section 3(a)(i) shall become effective, retroactively, immediately after the record date, in the case of a stock dividend, and shall become effective immediately after the effective date in the in case of subdivision, combination or reclassification. (ii) If the Company shall at declare or make any time be involved dividend (other than in connection with a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combinationdividend or otherwise as contemplated in Section 3(a)(i)) or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, recapitalization, significant repurchases of stock, corporate rearrangement or other similar transaction) (an “Asset Distribution”), then, in each such case each of the Exercise Price shall be decreased, effective immediately after the record or other distribution date of such Asset Distribution, by the amount of cash and/or fair market value of any securities or assets paid or distributed on each share of Common Stock in respect of such Asset Distribution. (iii) All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth (1/100) of a share, as the case may be. The number of shares of Common Stock outstanding will be calculated on the basis of the number of issued and outstanding shares of Common Stock on the date of measurement, not including shares held in the treasury of the Company. The Company shall not pay any dividend on or make any distribution to shares of Common Stock held in treasury. (iv) Notwithstanding any other provision of this Section 3, no change in the capital structure number of Warrant Shares shall actually be made until the cumulative effect of the Company, or any extraordinary dividend or other distribution to holders adjustments called for by this Section 3 since the date of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case last change in the good faith judgment number of Warrant Shares would change that number by more than 2%. However, once the Committee necessitates action by way of appropriate equitable adjustment cumulative effect would result in the terms of this Agreement, the Plan or the LTIP Unitsa 2% change, then the Committee number of Warrant Shares shall take such action as it deems necessary be changed to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under reflect all adjustments called for by this Agreement paragraph and the terms of the LTIP Units prior to such event, including, without limitation: not previously made. (Av) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event that at any time, as a result of an adjustment made pursuant to Section 3(a)(i) above, the Holder of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable Warrant thereafter exercised shall become entitled to Common Partnership Units receive any shares of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders capital stock of the Company other than regular dividendsits Common Stock, any Common Partnership Units, thereafter the number of such other shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will so receivable upon exercise shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the same restrictions as provisions Sections 3(a)(i) to (iii), inclusive, above. (vi) Whenever the Award LTIP Units with respect to an equivalent number of shares or securities Warrant Shares is adjusted as herein provided, the Company shall file with its corporate records and shall be deposited with send to the Companyrecord holders of the Warrant a statement executed by an executive officer of the Company as to the new number of Warrant Shares, including the facts upon which such adjustment is based.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in (A) If the Partnership AgreementCompany, and except as otherwise provided therein, if (i) the Company shall at any time be involved in while this Note is outstanding, shall (a) subdivide outstanding shares of Common Stock into a merger, consolidation, dissolution, liquidation, reorganization, exchange larger number of shares, sale (b) combine (including by way of all reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or substantially all (c) issue by reclassification of shares of the assets or Common Stock any shares of capital stock of the Company, spin-off then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a Subsidiarysubdivision, business unit combination or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and re-classification. (B) substitution Upon a conversion hereunder, the Company shall not be required to issue stock certificates representing fractions of other awards under shares of the Plan or otherwise. In the event Common Stock, but may if otherwise permitted, make a cash payment in respect of any change final fraction of a share based on the Closing Bid Price at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock. (C) The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the outstanding Shares (or corresponding change issuance and delivery of any such certificate upon conversion in the Conversion Factor applicable to Common Partnership Units a name other than that of the Partnership) by reason Holder of any share dividend such Note so converted and the Company shall not be required to issue or split, recapitalization, merger, consolidation, spin-off, combination deliver such certificates unless or exchange until the person or persons requesting the issuance thereof shall have paid to the Company the amount of shares such tax or other corporate change, or any distribution shall have established to common shareholders the satisfaction of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not that such tax has been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Companypaid.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective upon such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then-current Per Share Warrant Price less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then-current Per Share Warrant Price. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant; provided, however, that if the Holder of this Warrant shall have the right thereafter to cash or in the event that the payment of securities, cash or other property as contemplated hereunder on exercise of this Warrant triggers or could reasonably be expected to trigger adverse tax consequences on the Holder of this Warrant under Section 409A, such payment shall be made to the Holder of this Warrant on the consummation of the transaction described in this Section 3(c). The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) The number of Warrant Shares issuable upon exercise of this Warrant shall be automatically adjusted in the event that the Company consummates a Qualified Financing on or after the date hereof, such that this Warrant is exercisable into [__] percent (__%) of the Company’s outstanding Common Stock determined on a fully diluted basis, after giving effect to such Qualified Financing (including the conversion into capital stock of any Senior Bridge Notes triggered by such Qualified Financing). The Company shall promptly issue a replacement Warrant to Holder reflecting the aggregate number of Warrant Shares underlying this Warrant, after any adjustment provided herein. Once the Company has consummated a Qualified Financing, then the adjustment provided for herein shall terminate. For the avoidance of doubt, the number of Warrant Shares underlying this Warrant shall be adjusted after giving effect to such Qualified Financing, so that the Warrant Shares equal [__] percent (__%) of the sum of (i) then-outstanding shares of Common Stock, plus (ii) all Equity Securities issued to holders of the Company’s Senior Bridge Notes pursuant to the conversion thereof triggered by the Equity Financing, plus (iii) the Equity Securities issuable to investors investing directly into such Qualified Financing, in each case determined on a fully diluted basis. (f) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. The Company may, but shall not be obligated to unless requested by the Holder, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (g) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (h) If, as a result of an adjustment made pursuant to this Section 3, the Holder thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Company, adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (i) In case any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case such case, the Board of Directors of the Company shall in the good faith judgment determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (j) Upon the expiration of any rights, options, warrants or conversion privileges with respect to the Committee necessitates action by way issuance of appropriate equitable which an adjustment in to the terms Per Share Warrant Price had been made, if such option, right, warrant or conversion shall not have been exercised, the number of Warrant Shares purchasable upon exercise of this AgreementWarrant, to the Plan or the LTIP Unitsextent this Warrant has not then been exercised, then the Committee shall, upon such expiration, be adjusted and shall take thereafter be such action as it deems necessary to maintain would have been had it been originally adjusted (or had the Employee’s rights hereunder so that they are substantially proportionate to original adjustment not been required, as the rights existing under this Agreement and case may be) on the terms basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; number of shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the amount of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities consideration actually received by the Employee with respect to Company upon such exercise plus the applicable Award LTIP Unit which amount of consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have not been earned or still subject to a risk the effect of forfeiture will be subject to decreasing the same restrictions as the Award LTIP Units with respect to an equivalent number of shares Warrant Shares purchasable upon exercise of this Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or securities and grant of such rights, options, warrants or conversion privileges. (k) It is intended that any adjustment under this Section 3 shall be deposited performed in a manner consistent with the Company.Section 409A.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (i) pay a stock dividend (in excess of 5% of the Company shall at any time be involved issued and outstanding Common Stock) or make a distribution to holders of Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) split its outstanding shares of Common Stock into a merger, consolidation, dissolution, liquidation, reorganization, exchange larger number of shares (iv) combine its outstanding shares of Common Stock into a smaller number of shares, sale or (v) issue by reclassification of all or substantially all its shares of the assets or Common Stock any shares of capital stock of the Company, spin-off of a Subsidiary(A) the Warrant Exercise Price shall be increased or decreased, business unit or other transaction similar theretoas the case may be, (ii) to any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change amount which shall bear the same relation to the Exercise Price in the capital structure of the Company, or any extraordinary dividend or other distribution effect immediately prior to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms total number of the LTIP Units shares outstanding immediately prior to such event, including, without limitation: (A) adjustments in action shall bear to the LTIP Units; total number of shares outstanding immediately after such action and (B) substitution the Warrants automatically shall be adjusted so that they shall thereafter evidence the right to purchase the kind and number of Warrant Shares or other awards securities which the holder of the Warrants would have owned and would have been entitled to receive after such action if the Warrants had been exercised immediately prior to such action or any record date with respect thereto. By way of example, and not in limitation, if the Company declares a stock split on a two for one basis, the number of Warrant Shares that may then be purchased, under each of the Plan SERIES F-1 Warrant and SERIES F-2 warrant respectively, would be two Warrant Shares at a price per share of $0.275 and $0.375, respectively. (b) If during term of this Warrant the Company shall offer, sell, grant any option to purchase or otherwiseoffer, sell or grant any right to re-price its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition), Additional Shares of Common Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price (subject to proportional adjustment in the event of combinations, subdivisions, recapitalizations and the like), then forthwith upon the occurrence of any such event, then the Exercise Price shall be reduced to match such lower conversion price, warrant strike price or stock price. In the event that the Company issues a security with a conversion price or strike price that varies with market conditions, then the price governing this “full-ratchet anti-dilute” provision will include in its choice-set from which to choose the lowest price for ratcheting the lowest price available to any investor in a security with such a variable conversion or strike price as indicated by market conditions or, at Holder’s option, the right to alter his conversion feature, strike price or stock price to be governed by that same variable price formula. (c) Unless the Holder delivers to the Company irrevocable written notice prior to the date hereof or sixty-one days prior to the effective date of such notice that this Section 6(c) shall not apply to such Purchaser, the Investor may not acquire a number of shares of Common Stock pursuant to this Section 6 to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its affiliates and any change in other persons or entities whose beneficial ownership of Common Stock would be aggregated with the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units Investor’s for purposes of Section 13(d) of the PartnershipSecurities Exchange Act of 1934, as amended (including shares held by any “group” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by reason exceeds 9.99% of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange the total number of shares or other corporate change, or any distribution to common shareholders of Common Stock of the Company other than regular dividendsthen issued and outstanding. For purposes hereof, any Common Partnership Units“group” has the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, shares or other securities received as amended, and applicable regulations of the Securities and Exchange Commission, and the percentage held by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and holder shall be deposited determined in a manner consistent with the Companyprovisions of Section 13(d) of the Securities Exchange Act of 1934, as amended. 7.

Certain Adjustments. The LTIP Units shall be subject (a) Subject to adjustment as provided any required action by the stockholders of the Company, in the Partnership Agreement, and except as otherwise provided therein, if (i) event that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company shall at any time be involved in a or of another corporation by reason of reorganization, merger, consolidation, dissolutionrecapitalization, liquidationreclassification, reorganizationstock split, exchange combination of sharesshares or share dividends, the Board of Directors of the Company shall adjust the number and kind of securities subject to the Stock Option. In any such case, the Board of Directors of the Company shall make such adjustment to the Stock Option without change in the total price applicable to the unexercised portion of the Stock Option and with a corresponding adjustment in the Option Price. In the event that the number of shares of Common Stock is increased by sale of additional shares or conversion of securities convertible into such shares or any other similar event not referred to in the first sentence of this Section 5 (a) , the Board of Directors of the Company may in its discretion, but shall not be obligated to, adjust the number or kind of securities subject to the Stock Option. (b) Should the Company sell all or substantially all of its assets and discontinue its business, or merge or consolidate with another entity, or liquidate or dissolve in connection with those events, then, in lieu of its obligation under Section 5 (a), the assets or stock Board of Directors of the CompanyCompany may amend or adjust the Stock Option so as to terminate it completely, spin-off or to continue the Stock Option if exercisable at the date the Board of Directors of the Company adopted the plan of sale, merger, consolidation or liquidation, or may take other actions as it deems desirable and appropriate. In any such case, however, the Optionee will be given either (i) a Subsidiaryreasonable time in which to exercise the Stock Option before the effectiveness of the sale and discontinuation, business unit merger, consolidation or other transaction similar theretoliquidation, or (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure right to obtain for his payment of the CompanyOption Price, or an equivalent amount of any extraordinary dividend or other distribution securities the Optionee would have been entitled to holders obtain in consequence of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such that- event, including, without limitation: (A) adjustments in had he exercised the LTIP Units; Stock Option immediately before the plan of sale and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalizationdiscontinuation, merger, consolidationconsolidation or liquidation was adopted. (c) Should the Company be recapitalized in a transaction not covered by Section 5(a) by the issuance of any other class or classes of securities in exchange for the Common Stock, spin-off, combination or exchange the Board of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividends, any Common Partnership Units, shares or other shall amend the Stock Option to reflect an adjusted option price per unit of such securities received by as would equitably be obtained in accordance with the Employee with respect terms otherwise applicable to the applicable Award LTIP Unit which have actual exchange. (d) The Company shall not been earned be required upon the exercise of the Stock Option to issue or still subject deliver fractional shares as a result of any adjustment pursuant to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and this Section 5. The Optionee shall be deposited with the Companyentitled to receive a cash payment in lieu of such fractional shares.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this Section 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(i)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Company, adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) In case any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreementsuch case, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms Board of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership AgreementIf, and except as otherwise provided therein, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange during the period between the date of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the Final Closing, any change in the number of outstanding Buyer Shares shall occur as a result of any stock split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or distribution of securities convertible into or exchangeable for Buyer Shares) being declared with a record date during such period, then the Share Consideration and any other provisions under this Agreement that reference a fixed amount of Buyer Shares shall be equitably adjusted to reflect such change. In addition, if, at any time during the period between the date of this Agreement and the Final Closing, the Buyer shall reorganize or reclassify the Buyer Shares, or consolidate or merge with or into or dispose of substantially all of its assets to another Person (where the Buyer is not the surviving corporation or where there is a change in or distribution with respect to the Buyer Shares) and, pursuant to the terms of such transaction, shares of common stock of the LTIP Units successor or acquiring Person, or any cash, shares of Capital Stock or other securities or property of any nature whatsoever in addition to or in lieu of common stock of the successor or acquiring Person ("Other Property"), are to be received by or distributed to the holders of Buyer Shares, then this Agreement shall remain outstanding following such transaction and the Seller shall have the right thereafter to receive, with respect to the Share Consideration, the number of shares of common stock of the successor or acquiring Person and Other Property receivable upon or as a result of such reorganization, reclassification, merger or consolidation or disposition of assets by a holder of such Share Consideration immediately prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or splitsuch reorganization, recapitalizationreclassification, merger, consolidationconsolidation or disposition of assets, spin-off, combination the successor or exchange of shares or other corporate change, or any distribution to common shareholders of the Company acquiring Person (if other than regular dividends, any Common Partnership Units, shares or other securities received the Buyer) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Agreement to be performed and observed by the Employee with respect to Buyer and all the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to obligations and liabilities hereunder, and the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities Share Consideration and provisions hereunder referencing Buyer Shares shall be deposited with equitably adjusted (as reasonably agreed by the CompanyBuyer and the Seller) to give effect to such transaction.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (i) pay a stock dividend (in excess of 5% of the Company shall at any time be involved issued and outstanding Common Stock) or make a distribution to holders of Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) split its outstanding shares of Common Stock into a merger, consolidation, dissolution, liquidation, reorganization, exchange larger number of shares (iv) combine its outstanding shares of Common Stock into a smaller number of shares, sale or (v) issue by reclassification of all or substantially all its shares of the assets or Common Stock any shares of capital stock of the Company, spin-off of a Subsidiary(A) the Warrant Exercise Price shall be increased or decreased, business unit or other transaction similar theretoas the case may be, (ii) to any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change amount which shall bear the same relation to the Exercise Price in the capital structure of the Company, or any extraordinary dividend or other distribution effect immediately prior to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms total number of the LTIP Units shares outstanding immediately prior to such event, including, without limitation: (A) adjustments in action shall bear to the LTIP Units; total number of shares outstanding immediately after such action and (B) substitution the Warrants automatically shall be adjusted so that they shall thereafter evidence the right to purchase the kind and number of Warrant Shares or other awards securities which the holder of the Warrants would have owned and would have been entitled to receive after such action if the Warrants had been exercised immediately prior to such action or any record date with respect thereto. By way of example, and not in limitation, if the Company declares a stock split on a two for one basis, the number of Warrant Shares that may then be purchased, under each of the Plan SERIES F-1 Warrant and SERIES F-2 warrant respectively, would be two Warrant Shares at a price per share of $0.275 and $0.375, respectively. (b) If during term of this Warrant the Company shall offer, sell, grant any option to purchase or otherwiseoffer, sell or grant any right to re-price its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition), Additional Shares of Common Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price (subject to proportional adjustment in the event of combinations, subdivisions, recapitalizations and the like), then forthwith upon the occurrence of any such event, then the Exercise Price shall be reduced to match such lower conversion price, warrant strike price or stock price. In the event that the Company issues a security with a conversion price or strike price that varies with market conditions, then the price governing this “full-ratchet anti-dilute” provision will include in its choice-set from which to choose the lowest price for ratcheting the lowest price available to any investor in a security with such a variable conversion or strike price as indicated by market conditions or, at Holder’s option, the right to alter his conversion feature, strike price or stock price to be governed by that same variable price formula. (c) Unless the Holder delivers to the Company irrevocable written notice prior to the date hereof or sixty-one days prior to the effective date of such notice that this Section 6(c) shall not apply to such Purchaser, the Investor may not acquire a number of shares of Common Stock pursuant to this Section 6 to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its affiliates and any change in other persons or entities whose beneficial ownership of Common Stock would be aggregated with the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units Investor’s for purposes of Section 13(d) of the PartnershipSecurities Exchange Act of 1934, as amended (including shares held by any “group” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by reason exceeds 9.99% of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange the total number of shares or other corporate change, or any distribution to common shareholders of Common Stock of the Company other than regular dividendsthen issued and outstanding. For purposes hereof, any Common Partnership Units“group” has the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, shares or other securities received as amended, and applicable regulations of the Securities and Exchange Commission, and the percentage held by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and holder shall be deposited determined in a manner consistent with the Companyprovisions of Section 13(d) of the Securities Exchange Act of 1934, as amended.

Certain Adjustments. The LTIP Units (a) If, after the date hereof and prior to the Effective Time and to the extent permitted by this Agreement, the outstanding shares of Parent Common Stock and Company Common Stock shall be subject to adjustment as provided in the Partnership Agreementchanged into a different number, and except as otherwise provided thereinclass, if (i) the Company shall at or series of shares by reason of any time be involved in a mergerreclassification, consolidationrecapitalization, dissolutionor combination, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, forward stock split, reverse stock split, stock combinationdividend, reclassification, recapitalization, significant repurchases or rights issued in respect of such stock, or other any similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement(any such action, an “Adjustment Event”), the Plan or the LTIP Units, then the Committee Merger Consideration shall take such action as it deems necessary be adjusted correspondingly to maintain the Employee’s rights hereunder so that they are substantially proportionate provide to the rights existing under holders of Company Common Stock the right to receive shares of Parent Common Stock having the same economic value as contemplated by this Agreement and the terms of the LTIP Units immediately prior to such eventAdjustment Event and Parent’s payment obligations likewise shall be correspondingly adjusted such that it shall be required to pay and deliver not more than the aggregate Merger Consideration contemplated by this Agreement. (b) Not later than thirty (30) days following the Closing Date, includingthe Company shall deliver to Parent an audited balance sheet of the Company dated as at June 30, without limitation: 2005, which balance sheet shall be prepared in accordance with generally accepted accounting principles and certified by the chief executive officer of the Company (Athe “Closing Balance Sheet”). If the total liabilities of the Company reflected on the Closing Balance Sheet (“Actual Closing Liabilities”) adjustments in are greater than $1.7 million (“Target Closing Liabilities”), the LTIP Units; aggregate Merger Consideration shall be reduced by an amount equal to (i) the difference between Actual Closing Liabilities and Target Closing Liabilities divided by (Bii) substitution of other awards under the Plan or otherwise$0.08. In the event case of any change in such adjustment, the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities Holdback Shares issuuable by Parent after the Closing Date pursuant to Section 2.8 hereof shall reduced accordingly. Upon Parent’s request, Company shall provide Parent with copies of all workpapers and shall be deposited with other books and records utilized by Company in preparing the CompanyClosing Balance Sheet.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be provided to the Holder not more than five business days after such event. A sale of all or substantially all of the assets or stock of the Company, spin-off Company for a consideration consisting primarily of securities shall be deemed a Subsidiary, business unit consolidation or merger for the foregoing purposes. (c) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure modification of the Company, or any extraordinary dividend or other distribution to holders rights of the Shares Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or Common Partnership Units other than regular dividends shall occur, or modification and the manner of computing the same and provide such statement to Holder. (iiid) In case any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreementsuch case, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms board of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect to Warrants. Upon such determination, the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture Company will be subject to promptly notify the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities Holder and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof, evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b) (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective immediately prior to such issuance or distribution but after the record date for such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the Current Market Price in effect on the record date for such issuance or distribution less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the Current Market Price in effect on the record date for such issuance or distribution. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a surviving corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Warrant Shares; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Warrant Shares issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other transaction similar theretocapital stock. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrant. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (iii) Notwithstanding any stock dividendother provision of this Warrant, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases upon a Sale of stock, or other similar change the Company (as such term is defined in the capital structure Note) prior to, but not in connection with, a Qualified Financing, this Warrant shall be exercisable for a number of shares of Common Stock equal to 10% of the aggregate principal amount of the Bridge Notes divided by the Adjusted Sale Consideration Per Share (as defined herein) from such Sale of the Company, or any extraordinary dividend or other distribution and the Per Share Warrant Price shall be equal to holders 75% of the Shares or Common Partnership Units other than regular dividends Adjusted Sale Consideration Per Share. “Adjusted Sale Consideration Per Share” shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: mean (A) adjustments in the LTIP Units; and Sale Proceeds (as defined herein) minus an amount equal to 10% of the aggregate principal amount of the Bridge Notes, divided by (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with of Common Stock then outstanding, on a fully diluted basis excluding the Company.Warrant but including any outstanding options and

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets or stock of the CompanyCompany for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) If the Company at any time while this Warrant is outstanding, spin-off shall sell or grant any option to purchase, or sell or grant any right to reprice its securities, or otherwise dispose of a Subsidiaryor issue (or announce any offer, business unit sale, grant or any option to purchase or other transaction similar thereto, (iidisposition) any stock dividendCommon Stock or Common Stock Equivalents (as defined below) entitling any Person to acquire shares of Common Stock, stock splitat an effective price per share less than the then Per Share Warrant Price (such lower price, reverse stock splitthe “Base Share Price” and such issuances collectively, stock combinationa “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, reclassificationwhether by operation of purchase price adjustments, recapitalizationreset provisions, significant repurchases of stockfloating conversion, exercise or exchange prices or otherwise, or other similar change due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the capital structure Per Share Warrant Price, such issuance shall be deemed to have occurred for less than the Per Share Warrant Price on such date of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP UnitsDilutive Issuance), then the Committee Per Share Warrant Price shall take be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such action as it deems necessary to maintain that the Employee’s rights hereunder so that they are substantially proportionate aggregate Per Share Warrant Price payable hereunder, after taking into account the decrease in the Per Share Warrant Price, shall be equal to the rights existing under this Agreement and the terms of the LTIP Units aggregate Per Share Warrant Price prior to such eventadjustment. If shares of Common Stock or Common Stock Equivalents are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the effective price per share shall be computed with regard to the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors, to be allocable to such Common Stock or Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance (as defined below). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(c), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. “Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation: , any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Exempt Issuance” means the issuance of (Aa) adjustments shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan in effect on the LTIP Units; date hereof or hereafter duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, but not securities issued in a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (Bd) substitution less than 50,000 shares of other awards under the Plan or otherwise. In Common Stock (subject to appropriate adjustment in the event of any change stock splits, stock combinations, and the like), in the outstanding Shares aggregate, which do not otherwise meet the conditions of clauses (a), (b) or corresponding change in the Conversion Factor applicable to Common Partnership Units (c) of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Companythis definition.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b) (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective immediately prior to such issuance or distribution but after the record date for such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the Current Market Price in effect on the record date for such issuance or distribution less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the Current Market Price in effect on the record date for such issuance or distribution. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend is not consummated in full, the Partnership Agreement, and except as otherwise provided therein, if Per Share Warrant Price shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares or (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision or combination. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification of capital stock of the Company, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation (and the Company shall at not be deemed the survivor if the stockholders of the Company prior to the transaction do not own a majority of the voting securities of the Company after such transaction), or in case of any time be involved in a mergersale, transfer, conveyance or other disposition to another entity of all or substantially all of the assets of the Company, the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale, conveyance or other disposition had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.0001; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the $0.0001 or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such statement to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested in writing by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Company, adjusted Per Share Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. (h) In case any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreementsuch case, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms Board of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this Section 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(i)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Companyadjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or any extraordinary dividend conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right, warrant or other distribution to holders conversion shall not have been exercised, the number of the Warrant Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms purchasable upon exercise of this AgreementWarrant, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under extent this Agreement Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the terms original adjustment not been required, as the case may be) on the basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; fact that Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the fact that such shares of other awards under Common Stock, if any, were issued or sold for the Plan consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or otherwise. In grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the event effect of any change decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units excess of the Partnershipamount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by reason this Warrant in accordance with the essential intent and principles of any share dividend or splitthe adjustments set forth in this Section 3 then, recapitalizationin each such case, merger, consolidation, spin-off, combination or exchange the Board of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof, evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b) (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective immediately prior to such issuance or distribution but after the record date for such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the Current Market Price in effect on the record date for such issuance or distribution less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the Current Market Price in effect on the record date for such issuance or distribution. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a surviving corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Warrant Shares; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Warrant Shares issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other transaction similar theretocapital stock. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrant. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (iii) Notwithstanding any stock dividendother provision of this Warrant, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases upon a Sale of stock, or other similar change the Company (as such term is defined in the capital structure Note) prior to, but not in connection with, a Qualified Financing, this Warrant shall be exercisable for a number of shares of Common Stock equal to 10% of the aggregate principal amount of the Bridge Notes (less Related Party Deductions) divided by the Adjusted Sale Consideration Per Share (as defined herein) from such Sale of the Company, or any extraordinary dividend or other distribution and the Per Share Warrant Price shall be equal to holders 110% of the Shares or Common Partnership Units other than regular dividends Adjusted Sale Consideration Per Share. “Adjusted Sale Consideration Per Share” shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: mean (A) adjustments in the LTIP Units; and Sale Proceeds (as defined herein) minus an amount equal to 10% of the aggregate principal amount of the Bridge Notes (less Related Party Deductions), divided by (B) substitution the number of other awards under shares of Common Stock then outstanding, on a fully diluted basis excluding the Plan or otherwiseWarrant but including any outstanding options and warrants (except for any options and warrants with regard to which no Sale Proceeds are being distributed in the Sale). In “Sale Proceeds” shall mean (i) in the event of any change a Stock Acquisition (as defined herein), the cash or securities paid by the acquirer to the Company or the selling stockholders to acquire such shares; and (ii) in the outstanding Shares event of an Asset Sale (as defined herein), the cash or securities legally available for distribution to the Company’s stockholders, after creation of adequate reserves for liabilities of the Company. “Stock Acquisition” shall mean a transaction (or corresponding change in the Conversion Factor applicable series of related transactions) with one or more non-affiliates, pursuant to Common Partnership Units which such party or parties acquire capital stock of the Partnership) Company or the surviving entity possessing the voting power to elect a majority of the board of directors of the Company or the surviving entity (whether by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination sale or exchange of shares or other corporate change, or any distribution to common shareholders transfer of the Company other than regular dividendsCompany’s capital stock or otherwise), any Common Partnership Unitsand “Asset Sale” shall mean a transaction (or series of related transactions) with one or more non-affiliates, shares pursuant to which such party or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned parties acquire all or still subject to a risk substantially all of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company’s assets determined on a consolidated basis.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof, evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b) (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective immediately prior to such issuance or distribution but after the record date for such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the Current Market Price in effect on the record date for such issuance or distribution less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the Current Market Price in effect on the record date for such issuance or distribution. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a surviving corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Warrant Shares; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Warrant Shares issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other transaction similar theretocapital stock. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrant. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (iii) Notwithstanding any stock dividendother provision of this Warrant, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases upon a Sale of stock, or other similar change the Company (as such term is defined in the capital structure Note) prior to, but not in connection with, a Qualified Financing, this Warrant shall be exercisable for a number of shares of Common Stock equal to 10% of the aggregate principal amount of the Bridge Notes divided by the Adjusted Sale Consideration Per Share (as defined herein) from such Sale of the Company, or any extraordinary dividend or other distribution and the Per Share Warrant Price shall be equal to holders 75% of the Shares or Common Partnership Units other than regular dividends Adjusted Sale Consideration Per Share. “Adjusted Sale Consideration Per Share” shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: mean (A) adjustments in the LTIP Units; and Sale Proceeds (as defined herein) minus an amount equal to 10% of the aggregate principal amount of the Bridge Notes, divided by (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities of Common Stock then outstanding, on a fully diluted basis excluding the Warrant but including any outstanding options and shall be deposited warrants (except for any options and warrants with the Company.regard to which no Sale Proceeds are

Certain Adjustments. The LTIP (a) If the outstanding Common Units are changed into or exchanged for a different number or kind of securities of the Company or a successor entity (including a "C-corporation" that becomes the successor or parent of the Company in connection with a roll-up or similar exchange transaction in connection with an initial public offering) through a capital reorganization or reclassification, or if the number of outstanding Common Units is changed through a split of Common Units, reverse split of Common Units or issuance of a Common Unit dividend, then a reasonable and appropriate adjustment shall be subject to adjustment as provided made by the Company in the Partnership Agreement, and except as otherwise provided therein, if (i) the number or kind of Common Units that may be purchased pursuant to the exercise of this Warrant, and (ii) the number, exercise price, or kind of securities subject to this Warrant. Any such adjustment in this Warrant, however, shall be made without a change in the total price applicable to the unexercised portion of this Warrant but with a corresponding adjustment in the price for each Common Unit covered by this Warrant. In making such adjustments, or in determining that no such adjustments are necessary, the Company may rely upon the advice of counsel and accountants to the Company, and the reasonable determination of the Company shall at any time be involved in a merger, consolidation, binding. (b) Upon (i) the dissolution, liquidation, reorganization, exchange of shares, or sale of all or substantially all of the business, properties and assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalizationreorganization, merger, consolidation, spin-off, combination sale or exchange of shares securities in which the Company does not survive, (iii) any reorganization, merger, consolidation, sale or exchange of securities in which the Company does survive and any of the Company's members have the opportunity to receive cash, securities of another entity and/or other corporate changeproperty in exchange for their Common Units (other than a "roll-up" or similar exchange transaction in connection with an initial public offering), or (iv) any acquisition by any person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), of beneficial ownership of more than fifty percent (50%) of the Company's then outstanding Common Units (each of the events described in clauses (i), (ii), (iii), or (iv) is referred to herein as an "Extraordinary Event"), this Warrant shall terminate unless it survives the Extraordinary Event pursuant to Section 6(d) below. (c) Merchandiser shall have the right until ten (10) days before the effective date of any Extraordinary, Event to exercise, in whole or in part, this Warrant, but only to the extent to which it is exercisable pursuant to the provisions hereof. In this regard, the Company shall notify Merchandiser in writing of the Company's intent to engage in any Extraordinary Event on or before the date (the "Notice Date") that is no less than thirty (30) days before the effective date of such Extraordinary Event. In addition, notwithstanding anything to the contrary contained herein, if an Extraordinary Event shall occur during the term of the Merchandiser Agreement, then, solely for purposes of determining the extent to which this Warrant is exercisable in accordance with this Section 6(c), Highest Sales shall be determined either (i) with reference to each period of twelve (12) consecutive calendar months of the term of the Merchandiser Agreement prior to the Notice Date; or (ii) if fewer than twelve (12) months have elapsed since the commencement of the term of the Merchandiser Agreement, on an annualized basis. (d) If an Extraordinary Event occurs during the term of the Merchandiser Agreement, then the Company shall be obligated to either, in its sole discretion: (i) cause this Warrant to survive such Extraordinary Event or (ii) cause the surviving entity (which may be the Company), or any distribution other entity that, after giving effect to common shareholders the Extraordinary Event, owns, directly or indirectly, fifty percent (50%) or more of the Company other than regular dividends, any Company's then outstanding Common Partnership Units, shares to tender to Merchandiser a substitute warrant to purchase units or other securities received by equity interests in such entity containing terms and provisions substantially preserving, in the Employee with respect reasonable, good faith discretion of the Company, the rights and benefits of this Warrant to the applicable Award LTIP Unit which have not been earned or still subject to extent then outstanding (a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company."

Certain Adjustments. The LTIP Units shall be subject Notwithstanding anything in this Agreement to the contrary, but without duplication of any adjustment as provided in the Partnership already accounted for pursuant to this Agreement, from the date of this Agreement until the earlier of (x) the Effective Time and except as otherwise provided therein(y) any termination of this Agreement in accordance with Section 6.2, if if: (i) the Company outstanding BAM Shares or the outstanding BPY Units (or the securities convertible into or exercisable for BAM Shares or BPY Units) shall at have been changed into a different number of shares or units or a different class by reason of any time be involved in reclassification, stock or unit split (including a mergerreverse stock or unit split), consolidationrecapitalization, dissolutionsplit-up, liquidation, reorganizationcombination, exchange of sharesshares or units, sale of all or substantially all of the assets or stock of the Companyreadjustment, spin-off of a Subsidiary, business unit or other similar transaction, or a stock or similar dividend or distribution thereon (other than a transaction similar theretodescribed in Section 2.6(b)), shall be declared with a record date within said period, or (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, extraordinary cash dividend or any extraordinary cash dividend or other distribution to holders in excess of the Shares or Common Partnership Units other than regular dividends BAM’s normal quarterly dividend of $0.13 per BAM Share, shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Unitsbe declared with a record date within said period, then the Committee Consideration, and any other similarly dependent items, as the case may be, shall take such action be appropriately adjusted to provide BPY and Unitholders, as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to case may be, the rights existing under same economic effect as contemplated by this Agreement and the terms of the LTIP Units prior to such event; or (b) any dividend or distribution on the BAM Shares or a security that is the economic equivalent of a BAM Share, includingincluding the special pro rata distribution by BAM to the holders of BAM Shares of class A exchangeable limited voting shares of Brookfield Asset Management Reinsurance Partners Ltd., without limitation: shall be declared thereon with a record date within said period, then the BAM Share Consideration shall become a number of BAM Shares equal to the product of (x) the BAM Share Consideration multiplied by (y) the sum of (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and to be distributed per BAM Share plus (B) one; or (c) any cash distribution shall be deposited with declared on the CompanyBPY Units (or the securities convertible into or exercisable for BPY Units) after the date hereof, then the Cash Consideration shall be reduced by an amount equal to such distribution per BPY Unit, but without duplication. Nothing in this Section 2.6 shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof, evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b) (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective immediately prior to such issuance or distribution but after the record date for such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the Current Market Price in effect on the record date for such issuance or distribution less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the Current Market Price in effect on the record date for such issuance or distribution. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a surviving corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Warrant Shares; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Warrant Shares issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Company, adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (h) In case any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreementsuch case, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms Board of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrant. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities Holder and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in (A) If the Partnership AgreementCompany, and except as otherwise provided therein, if (i) the Company shall at any time be involved in while this Note is outstanding, shall (a) subdivide outstanding shares of Common Stock into a merger, consolidation, dissolution, liquidation, reorganization, exchange larger number of shares, sale (b) combine (including by way of all reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or substantially all (c) issue by reclassification of shares of the assets or Common Stock any shares of capital stock of the Company, spin-off then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a Subsidiarysubdivision, business unit combination or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and re-classification. (B) substitution Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of other awards under shares of the Plan or otherwise. In the event Common Stock, but may if otherwise permitted, make a cash payment in respect of any change final fraction of a share based on the Closing Bid Price at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock. (C) The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the outstanding Shares (or corresponding change issuance and delivery of any such certificate upon conversion in the Conversion Factor applicable to Common Partnership Units a name other than that of the Partnership) by reason Holder of any share dividend such Note so converted and the Company shall not be required to issue or split, recapitalization, merger, consolidation, spin-off, combination deliver such certificates unless or exchange until the person or persons requesting the issuance thereof shall have paid to the Company the amount of shares such tax or other corporate change, or any distribution shall have established to common shareholders the satisfaction of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not that such tax has been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Companypaid.

Certain Adjustments. The LTIP Units (a) In case the Company shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided , however , that any adjustments which by reason of this subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided , further , however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(c)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder of any Warrant promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Companyadjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or any extraordinary dividend conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right warrant or other distribution to holders conversion shall not have been exercised, the number of the Warrant Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms purchasable upon exercise of this AgreementWarrant, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under extent this Agreement Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the terms original adjustment not been required, as the case may be) on the basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; fact that Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the fact that such shares of other awards under Common Stock, if any, were issued or sold for the Plan consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or otherwise. In grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided , however , that no such readjustment shall have the event effect of any change decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units excess of the Partnershipamount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by reason this Warrant in accordance with the essential intent and principles of any share dividend or splitthe adjustments set forth in this Section 3 then, recapitalizationin each such case, merger, consolidation, spin-off, combination or exchange the Board of shares or other corporate change, or any distribution to common shareholders Directors of the Company other than regular dividendsshall in good faith determine the adjustment, any Common Partnership Unitsif any, shares or other securities received on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Employee with respect Warrants. Upon such determination, the Company will promptly mail a copy thereof to the applicable Award LTIP Unit which have not been earned or still subject to a risk Holder of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities this Warrant and shall be deposited with make the Companyadjustments described therein.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof, evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b) (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective immediately prior to such issuance or distribution but after the record date for such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the Current Market Price in effect on the record date for such issuance or distribution less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the Current Market Price in effect on the record date for such issuance or distribution. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a surviving corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Warrant Shares; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Warrant Shares issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other transaction similar theretocapital stock. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrant. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (iii) Notwithstanding any stock dividendother provision of this Warrant, stock splitupon a Sale of the Company prior to, reverse stock splitbut not in connection with, stock combinationa Qualified Financing, reclassification, recapitalization, significant repurchases this Warrant shall be exercisable for a number of stock, or other similar change in shares of Common Stock equal to 10% of the capital structure aggregate principal amount of the Bridge Notes divided by the Adjusted Sale Consideration Per Share (as defined herein) from such Sale of the Company, or any extraordinary dividend or other distribution and the Per Share Warrant Price shall be equal to holders 110% of the Shares or Common Partnership Units other than regular dividends Adjusted Sale Consideration Per Share. “Adjusted Sale Consideration Per Share” shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: mean (A) adjustments in the LTIP Units; and Sale Proceeds (as defined herein) minus an amount equal to 10% of the aggregate principal amount of the Bridge Notes, divided by (B) substitution the number of other awards under shares of Common Stock then outstanding, on a fully diluted basis excluding the Plan warrants issued pursuant to the Placement Agency Agreement (the “Placement Warrants”) but including any outstanding options and warrants with exercise prices equal to or otherwiseless than the Current Market Price. In For purposes hereof, “Sale of the event of any change in the outstanding Shares Company” shall mean a transaction (or corresponding change in the Conversion Factor applicable to Common Partnership Units series of related transactions) with one or more non-affiliates of the PartnershipCompany, pursuant to which such party or parties acquire (i) capital stock of the Company or the surviving entity possessing the voting power to elect a majority of the board of directors of the Company or the surviving entity (whether by reason of any share dividend or split, recapitalization, merger, consolidation, spin-offsale or transfer of the Company’s capital stock or otherwise) (a “Stock Acquisition”); or (ii) all or substantially all of the Company’s assets determined on a consolidated basis (an “Asset Sale”); provided, combination however, that notwithstanding anything to the contrary contained herein, to the extent any transaction (or exchange series of shares related transactions) qualifies as a Qualified Financing or other corporate changea Reverse Merger, such transaction(s) shall not be deemed to constitute a Sale of the Company. For purposes hereof, “Sale Proceeds” shall mean (i) in the event of a Stock Acquisition, the cash or any securities paid by the acquirer to the Company or the selling stockholders to acquire such shares; and (ii) in the event of an Asset Sale, the cash or securities legally available for distribution to common shareholders the Company’s stockholders, after creation of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk adequate reserves for liabilities of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units shall be subject to adjustment as provided in the Partnership Agreement, and except as otherwise provided therein, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other ​ event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the PartnershipUnits) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities received by the Employee with respect to the applicable Award LTIP Unit which have not been earned or still subject to a risk of forfeiture will be subject to the same restrictions as the Award LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

Certain Adjustments. The LTIP Units (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be subject adjusted (effective upon such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then-current Per Share Warrant Price less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then-current Per Share Warrant Price. An adjustment as provided made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Partnership Agreement, Per Share Warrant Price and except as otherwise provided therein, if Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall at any time be involved in a mergerhave the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, dissolutionmerger, liquidationstatutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, exchange reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of sharesthe provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant; provided, however, that if the Holder of this Warrant shall have the right thereafter to cash or in the event that the payment of securities, cash or other property as contemplated hereunder on exercise of this Warrant triggers or could reasonably be expected to trigger adverse tax consequences on the Holder of this Warrant under Section 409A, such payment shall be made to the Holder of this Warrant on the consummation of the transaction described in this Section 3(c). The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) The number of Warrant Shares issuable upon exercise of this Warrant shall be automatically adjusted in the event that the Company consummates a Qualified Financing on or after the date hereof, such that this Warrant is exercisable into one percent (1.0%) of the Company’s outstanding Common Stock determined on a fully diluted basis, after giving effect to such Qualified Financing (including the conversion into capital stock of all Senior Bridge Notes triggered by such Qualified Financing). The Company shall promptly issue a replacement Warrant to Holder reflecting the aggregate number of Warrant Shares underlying this Warrant, after any adjustment provided herein. Once the Company has consummated a Qualified Financing, then the adjustment provided for herein shall terminate. For the avoidance of doubt, the number of Warrant Shares underlying this Warrant shall be adjusted after giving effect to such Qualified Financing, so that the Warrant Shares equal one percent (1.0%) percent of the sum of (i) then-outstanding shares of Common Stock, plus (ii) all equity securities issued to holders of the Company’s Senior Bridge Notes pursuant to the conversion thereof triggered by the Qualified Financing, plus (iii) the equity securities issuable to investors investing directly into such Qualified Financing, in each case determined on a fully diluted basis. (f) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. The Company may, but shall not be obligated to unless requested by the Holder, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (g) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (h) If, as a result of an adjustment made pursuant to this Section 3, the Holder thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, spin-off the Board of Directors (whose determination shall be conclusive and shall be described in a Subsidiarywritten notice to the Holder promptly after such adjustment) shall determine, business unit or other transaction similar theretoin good faith, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure allocation of the Company, adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (i) In case any extraordinary dividend or other distribution to holders of the Shares or Common Partnership Units other than regular dividends shall occur, or (iii) any other event shall occur that as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each case such case, the Board of Directors of the Company shall in the good faith judgment determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (j) Upon the expiration of any rights, options, warrants or conversion privileges with respect to the Committee necessitates action by way issuance of appropriate equitable which an adjustment in to the terms Per Share Warrant Price had been made, if such option, right, warrant or conversion shall not have been exercised, the number of Warrant Shares purchasable upon exercise of this AgreementWarrant, to the Plan or the LTIP Unitsextent this Warrant has not then been exercised, then the Committee shall, upon such expiration, be adjusted and shall take thereafter be such action as it deems necessary to maintain would have been had it been originally adjusted (or had the Employee’s rights hereunder so that they are substantially proportionate to original adjustment not been required, as the rights existing under this Agreement and case may be) on the terms basis of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; number of shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) substitution the amount of other awards under the Plan or otherwise. In the event of any change in the outstanding Shares (or corresponding change in the Conversion Factor applicable to Common Partnership Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Common Partnership Units, shares or other securities consideration actually received by the Employee with respect to Company upon such exercise plus the applicable Award LTIP Unit which amount of consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have not been earned or still subject to a risk the effect of forfeiture will be subject to decreasing the same restrictions as the Award LTIP Units with respect to an equivalent number of shares Warrant Shares purchasable upon exercise of this Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or securities and grant of such rights, options, warrants or conversion privileges. (k) It is intended that any adjustment under this Section 3 shall be deposited performed in a manner consistent with the Company.Section 409A.