Common use of Certain Covenants and Acknowledgments Clause in Contracts

Certain Covenants and Acknowledgments. Section 6 of the Subscription Agreement is amended as follows: (1) Section 6(a) is amended by inserting the words "and the Adjustment Warrants" after the words "the Warrants" at the beginning of clause (i) thereof. (2) Section 6(b) is amended by inserting the words "the Adjustment Warrants," after the words "the Initial Shares" in the first sentence thereof. (3) Section 6(g) is amended by inserting the following additional sentence after the first sentence thereof: As promptly as practicable, the Company shall take such action as shall be necessary to qualify, or to obtain an exemption from qualification for the Adjustment Warrants and the Adjustment Shares for issuance to the Buyers under such of the securities or "blue sky" laws of jurisdictions as shall be applicable to the offer of the Adjustment Warrants and the Adjustment Shares pursuant to the Amendment Agreement. (4) Clause (i) of Section 6(i) is amended by (A) inserting the words "(x) issue any Adjustment Shares or Warrant Shares in excess of the number of shares permitted by Rule 4460(i) or (y)" after the words "the Company will not" therein, and (B) inserting the words ", Adjustment Warrants" after the words "the issuance of Adjustment Shares" therein. (5) Clause (ii) of Section 6(i) is amended by inserting the words "and the Adjustment Warrants" after the words "upon the exercise of the Warrants" therein. (6) Section 6(k) is amended by inserting the words ", the Adjustment Warrants" after the words "Registration Rights Agreements" in the first sentence thereof. (7) The first sentence of Section 6(m) is amended and restated in its entirety to read as follows: In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that each holder of Adjustment Warrants or Common Shares then outstanding shall have the right thereafter to receive Adjustment Warrants or Adjustment Shares in the form of the kind of warrants or shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer, or share exchange by a holder of warrants or shares of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer, or share exchange and on a basis which preserves the economic benefits of the rights of the holders of Common Shares and Adjustment Warrants to receive Adjustment Warrants and Adjustment Shares on a basis as nearly as practical as such rights exist hereunder prior thereto. (8) Section 6(n) is amended by inserting the words "or Adjustment Warrants" after the words "Common Shares" therein. (e) Buyers' Right to Require Repurchase of the Common Shares and Adjustment Warrants. Section 7 of the Subscription Agreement is amended as follows: (1) The caption of Section 7 is amended by adding the words "AND ADJUSTMENT WARRANTS" at the end thereof. (2) Section 7(a) is amended by inserting the words "and Adjustment Warrants" after the words "its Common Shares" therein. (3) Clause (iii) of the definition of "Repurchase Event" in Section 7(b) is amended by (A) inserting the words "or Adjustment Shares" after the words "any holder of Common Shares" therein, and (B) deleting the word "such" after the words "under this Section 7 to sell" therein. (4) The second paragraph of Section 7(b) (commencing with the words "Notwithstanding Sections 7(a)...") is amended by (A) inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the two places in the first sentence of such paragraph where "Common Shares" appears, and (B) inserting the words "or issuable upon exercise of Adjustment Warrants" after the words "the number of Common Shares acquired hereunder" in the third sentence of such paragraph. (5) The third paragraph of Section 7(b) (commencing with the words "For purposes of this Section 7, (A) a Repurchase Event...") is amended by inserting the words "or Adjustment Shares" after the words "Common Shares" in each of the first two places in such paragraph where "Common Shares" first appears. (6) Section 7(c) is amended by (A) inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the following five places in section 7(c): (i) in the first sentence thereof, (ii) in clause (i) of the second sentence thereof, (iii) in clause (iii) of the second sentence thereof, (iv) in the third sentence thereof and (v) the second place in the fourth sentence thereof where "Common Shares" appears, (B) inserting the words "or Adjustment Shares" after the words "Common Shares" in the first place in the fourth sentence thereof where "Common Shares" appears, and (C) inserting the words "and Adjustment Warrants to purchase whole Common Shares" after the words "Common Shares" in the fifth sentence thereof. (7) Section 7(d) is amended by deleting clause (2)(i) thereof in its entirety and substituting in lieu thereof the following: (i) the sum of the number of Common Shares to be repurchased and the number of Adjustment Shares issuable upon the exercise of the Adjustment Warrants to be repurchased and (8) Section 7(f) is amended by (A) deleting the words "Adjustment Date" after the words "with respect to any" in the first sentence of Section 7(f) and substituting in lieu thereof the words "date of exercise of any Adjustment Warrants", (B) deleting the words "Adjustment Date" and substituting in lieu thereof the words "exercise date" in each of the following three places in Section 7(f): (i) the second place in the first sentence thereof where "Adjustment Date" appears, (ii) the third place in the first sentence thereof where "Adjustment Date" appears and (iii) in the third sentence thereof, and (C) inserting the words "and Adjustment Shares" after the words "Common Shares" in the fourth sentence thereof. (9) Section 7(g) is amended by inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the first and second sentences of Section 7(g). (10) Section 7(h) is amended by inserting the words "and Adjustment Warrants" after the words "this Agreement" in each of the following three places in Section 7(h): (i) in the third sentence thereof, (ii) in clause 2(i) of the seventh sentence thereof and (iii) in clause 2(ii) of the seventh sentence thereof. (f) Company's Right to Repurchase the Common Shares and Adjustment Warrants. The Subscription Agreement is amended to add the following new Section 7.1:

Certain Covenants and Acknowledgments. Section 6 6.1 By execution of this Agreement, each Holder hereby acknowledges that he or she has received the Solicitation Statement, has had adequate time and opportunity to consider the disclosure contained therein, and has reviewed such Solicitation Statement with the Lead Legal Representative. 6.2 The Warrants, the Trigger Date Shares and the Exercise Shares, have not been registered under the Act or any state securities laws and are being issued and sold in reliance upon certain of the Subscription Agreement exemptions contained in the Act. 6.3 The Warrants, the Trigger Date Shares and Exercise Shares are "restricted securities" as that term is amended as follows:defined in Rule 144 promulgated under the Act. (1) Section 6(a) 6.4 The Warrants, the Trigger Date Shares and Exercise Shares cannot be sold or transferred without registration under the Act and applicable state securities laws, or unless the Company receives from counsel reasonably satisfactory to the Company, an opinion in form, scope and substance customary for opinions in such circumstances that such registration is amended by inserting not necessary, or unless sold or transferred pursuant to Rule 144 under the words "Act. 6.5 Each Holder understands and the Adjustment Warrants" after the words "the Warrants" at the beginning of clause acknowledges that (i) thereofexcept as provided in the Registration Rights Agreement, neither the Warrants nor the Exercise Shares have been, and neither the Warrants nor the Exercise Shares nor the Trigger Date Shares are being, registered under the Act or any state securities laws, and may not be transferred unless (a) subsequently registered thereunder, or (b) Holder shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Warrants or Exercise Shares or Trigger Date Shares, as applicable, to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (c) sold pursuant to Rule 144 promulgated under the Act (or a successor rule); (ii) any sale of such securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Act) may require compliance with some other exemption under the Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities under the Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). (2) Section 6(b) is amended 6.6 Holder understands that the Warrants and, until such time as the Exercise Shares and Trigger Date Shares have been registered under the Act and presented for transfer as contemplated by inserting the words "Registration Rights Agreement or otherwise may be sold by Holder pursuant to Rule 144, the Adjustment Warrants," after certificates for the words "the Initial Shares" Exercise Shares and Trigger Date Shares may bear a restrictive legend in the first sentence thereof. (3) Section 6(g) is amended by inserting substantially the following additional sentence after the first sentence thereofform: As promptly as practicableTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. The legend set forth above shall be removed, and the Company shall take issue a certificate without such action as shall be necessary legend to qualifythe holder of any security upon which it is stamped, if, unless otherwise required by state securities laws, (a) the Security is registered for resale under the Act and is presented for transfer, or to obtain an exemption from qualification for the Adjustment Warrants and the Adjustment Shares for issuance to the Buyers under (b) such of the securities or "blue sky" laws of jurisdictions as shall be applicable to the offer of the Adjustment Warrants and the Adjustment Shares pursuant to the Amendment Agreement. (4) Clause (i) of Section 6(i) is amended by (A) inserting the words "(x) issue any Adjustment Shares or Warrant Shares in excess of the number of shares permitted by Rule 4460(i) or (y)" after the words "the Company will not" therein, and (B) inserting the words ", Adjustment Warrants" after the words "the issuance of Adjustment Shares" therein. (5) Clause (ii) of Section 6(i) is amended by inserting the words "and the Adjustment Warrants" after the words "upon the exercise of the Warrants" therein. (6) Section 6(k) is amended by inserting the words ", the Adjustment Warrants" after the words "Registration Rights Agreements" in the first sentence thereof. (7) The first sentence of Section 6(m) is amended and restated in its entirety to read as follows: In case of any consolidation or merger of holder provides the Company with any other corporation (other than an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any public sale or transfer of such Security may be made without registration under the Act or (c) such holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144. 6.7 The Company undertakes and agrees to make all or substantially all necessary filings in connection with the sale of the assets Preferred Stock as required by United States laws and regulations, or by any domestic securities exchange or market, and to provide a copy thereof to the Holder promptly after such filing. 6.8 The Company shall promptly secure the listing of the CompanyTrigger Date Shares and Exercise Shares upon each national securities exchange or automated quotation system, or in the case of any share exchange pursuant to if any, upon which all of the outstanding shares of Common Stock are converted into then listed (subject to official notice of issuance) and shall maintain, so long as any other securities shares of Common Stock shall be so listed, such listing. The Company will take all action necessary to continue the listing and trading of its Common Stock on the NASDAQ, will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or propertyrules of the National Association of Securities Dealers ("NASD") and such exchanges, as applicable. 6.9 The Company shall file its Registration Statement on Form S-3 or other appropriate form, with respect to the registration for resale of all of the Exercise Shares and Trigger Date Shares, and at least 150% of the shares of Common Stock issuable upon conversion of the Preferred Stock on or before the close of business on August 21, 1997. Such Registration Statement shall indicate the new terms of the Preferred Stock as contemplated by the Amended and Restated Certificate of Designations and shall state that such Registration Statement covers pursuant to Rule 416 under the Act such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock, exercise of Warrants and under this Agreement (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the conversion price of the Preferred Stock or exercise price of the Warrants in accordance with the terms thereof. In the event that the Company fails to file such Registration Statement by the close of business on August 21, 1997, the Holder shall be entitled to exercise its conversion rights as set forth in the Certificate of Designations. 6.10 Subject to the approval of the Company's stockholders at the joint meeting of Common Stock holders and Holders scheduled for September 17, 1997, the Company shall make appropriate provision at all times thereafter have authorized, and reserved for issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the outstanding Warrants and the issuance of the Exercise Shares in connection therewith, and the issuance of the Trigger Date Shares hereunder. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrants without the consent of the Holder, which consent shall not be unreasonable withheld. 6.11 The Company agrees that in the event that the Company settles or cause appropriate provision reaches agreement with Halifax Fund L.P. ("Halifax") on terms substantively more favorable than those attached as Exhibit A to be made so that each holder of Adjustment Warrants or Common Shares then outstanding the Solicitation Statement, and on terms more favorable than those set forth herein and in the Amendment, such Holder shall have the right thereafter to receive, in lieu of the rights set forth herein, the substantively more favorable terms provided to Halifax. In the event a Holder elects to receive Adjustment such terms, such Holder agrees to return the Warrants granted hereunder (or Adjustment Shares the Exercise Shares) to the Company. Notwithstanding the foregoing, each Holder hereby acknowledges that the terms of the settlement executed, by and between the Company and Halifax as attached to the Solicitation Statement as Exhibit A, are not deemed, for purposes of this Section 6.11, to be substantively more favorable than the terms provided to the Holders herein and in the Amendment. 6.12 The Company shall (i) on or before July 10, 1997, file with the SEC a preliminary proxy statement for a meeting of its Common Stock holders scheduled for September 17, 1997, soliciting the approval of the holders of its Common Stock of the Amendment and an increase in the Company's authorized Common Stock to at least 37,500,000 shares (collectively, the "Proposals") and (ii) hold a meeting of its stockholders no later than September 17, 1997 and use its reasonable best efforts to obtain at such meeting such approvals of the Company's stockholders as may be required to approve the Proposals. The Company shall comply with the filing and disclosure requirements of Section 14 promulgated under the Exchange Act in connection with the solicitation, acquisition and disclosure of such stockholder approval. Upon approval of either or both of the Proposals, the Company shall, as soon as practicable thereafter (but in any event within two (2) business days), make such filings (and provide copies thereof to each Holder or the Lead Legal Representative) with the Secretary of State of Delaware or as may otherwise be required to effect such Proposals. Upon the completion of such filings, the Company shall cause Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP to deliver an opinion to the Holders substantially in the form of Exhibit I attached hereto with respect to the kind of warrants or shares of stock and other securities and property receivable upon such consolidationAmendment. In the event the Company's stockholders fail to approve the Proposals, merger, sale, transfer, or share exchange by a holder of warrants or the Company shall continue to use its best efforts to increase the Company's authorized shares of Common Stock immediately prior to enable the effective date Company to satisfy its obligations hereunder and under the Stock Purchase Agreement dated as of such consolidationJuly 1, merger, sale, transfer, or share exchange and on a basis which preserves the economic benefits of the rights of the holders of Common Shares and Adjustment Warrants to receive Adjustment Warrants and Adjustment Shares on a basis as nearly as practical as such rights exist hereunder prior thereto. (8) Section 6(n) is amended by inserting the words "or Adjustment Warrants" after the words "Common Shares" therein. (e) Buyers' Right to Require Repurchase of the Common Shares and Adjustment Warrants. Section 7 of the Subscription Agreement is amended as follows: (1) The caption of Section 7 is amended by adding the words "AND ADJUSTMENT WARRANTS" at the end thereof. (2) Section 7(a) is amended by inserting the words "and Adjustment Warrants" after the words "its Common Shares" therein. (3) Clause (iii) of the definition of "Repurchase Event" in Section 7(b) is amended by (A) inserting the words "or Adjustment Shares" after the words "any holder of Common Shares" therein, and (B) deleting the word "such" after the words "under this Section 7 to sell" therein. (4) The second paragraph of Section 7(b) (commencing with the words "Notwithstanding Sections 7(a)...") is amended by (A) inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the two places in the first sentence of such paragraph where "Common Shares" appears, and (B) inserting the words "or issuable upon exercise of Adjustment Warrants" after the words "the number of Common Shares acquired hereunder" in the third sentence of such paragraph. (5) The third paragraph of Section 7(b) (commencing with the words "For purposes of this Section 7, (A) a Repurchase Event...") is amended by inserting the words "or Adjustment Shares" after the words "Common Shares" in each of the first two places in such paragraph where "Common Shares" first appears. (6) Section 7(c) is amended by (A) inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the following five places in section 7(c): (i) in the first sentence thereof, (ii) in clause (i) of the second sentence thereof, (iii) in clause (iii) of the second sentence thereof, (iv) in the third sentence thereof and (v) the second place in the fourth sentence thereof where "Common Shares" appears, (B) inserting the words "or Adjustment Shares" after the words "Common Shares" in the first place in the fourth sentence thereof where "Common Shares" appears, and (C) inserting the words "and Adjustment Warrants to purchase whole Common Shares" after the words "Common Shares" in the fifth sentence thereof. (7) Section 7(d) is amended by deleting clause (2)(i) thereof in its entirety and substituting in lieu thereof the following: (i) the sum of the number of Common Shares to be repurchased 1996 and the number Certificate of Adjustment Shares issuable upon the exercise of the Adjustment Warrants to be repurchased and (8) Section 7(f) is amended by (A) deleting the words "Adjustment Date" after the words "with respect to any" in the first sentence of Section 7(f) and substituting in lieu thereof the words "date of exercise of any Adjustment Warrants", (B) deleting the words "Adjustment Date" and substituting in lieu thereof the words "exercise date" in each of the following three places in Section 7(f): (i) the second place in the first sentence thereof where "Adjustment Date" appears, (ii) the third place in the first sentence thereof where "Adjustment Date" appears and (iii) in the third sentence thereof, and (C) inserting the words "and Adjustment Shares" after the words "Common Shares" in the fourth sentence thereofDesignations. (9) Section 7(g) is amended by inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the first and second sentences of Section 7(g). (10) Section 7(h) is amended by inserting the words "and Adjustment Warrants" after the words "this Agreement" in each of the following three places in Section 7(h): (i) in the third sentence thereof, (ii) in clause 2(i) of the seventh sentence thereof and (iii) in clause 2(ii) of the seventh sentence thereof. (f) Company's Right to Repurchase the Common Shares and Adjustment Warrants. The Subscription Agreement is amended to add the following new Section 7.1:

Certain Covenants and Acknowledgments. Section 6 of the Subscription Agreement is amended as follows: (a) The Buyer acknowledges that (1) Section 6(anone of the Shares, the Warrant or the Warrant Shares have been registered under the provisions of the 1933 Act, and none of them may be transferred unless (A) is amended by inserting subsequently registered thereunder, as provided for herein, or (B) the words "Buyer shall have delivered to the Company and the Adjustment Warrants" after Depositary, if required, an opinion of counsel, reasonably satisfactory in form, scope and substance to the words "Company, to the Warrants" at effect that the beginning Shares, the Warrant or the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, and (2) any sale of clause (i) thereofthe Shares, the Warrant or Warrant Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder. (2b) Section 6(bThe Buyer acknowledges and agrees that until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective registration statement, the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Shares): THESE SHARES (THE "SHARES") is amended by inserting the words HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "the Adjustment Warrants," after the words SECURITIES ACT"the Initial Shares" in the first sentence thereof), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (3c) Section 6(gThe Company shall make all necessary filings in connection with the sale of the Shares and the Warrant to the Buyer under any United States laws and regulations, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Buyer promptly after such filing. (d) is amended by inserting So long as the following additional sentence after Buyer beneficially owns any of the first sentence thereof: As promptly as practicableShares or any Warrant Shares or the Warrant remains exercisable, the Company shall take such action as shall file all reports required to be necessary filed with the SEC pursuant to qualify, Rule 13a-16 or to obtain an exemption from qualification for the Adjustment Warrants and the Adjustment Shares for issuance to the Buyers under such 15d-16 of the securities or "blue sky" laws of jurisdictions as shall be applicable to the offer of the Adjustment Warrants 1934 Act, and the Adjustment Shares pursuant to the Amendment Agreement. (4) Clause (i) of Section 6(i) is amended by (A) inserting the words "(x) issue any Adjustment Shares or Warrant Shares in excess of the number of shares permitted by Rule 4460(i) or (y)" after the words "the Company will not" therein, and (B) inserting the words ", Adjustment Warrants" after the words "the issuance of Adjustment Shares" therein. (5) Clause (ii) of Section 6(i) is amended by inserting the words "and the Adjustment Warrants" after the words "upon the exercise of the Warrants" therein. (6) Section 6(k) is amended by inserting the words ", the Adjustment Warrants" after the words "Registration Rights Agreements" in the first sentence thereof. (7) The first sentence of Section 6(m) is amended and restated in its entirety to read as follows: In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or cause appropriate provision to be made so that each holder of Adjustment Warrants or Common Shares then outstanding shall have the right thereafter to receive Adjustment Warrants or Adjustment Shares in the form of the kind of warrants or shares of stock rules and other securities and property receivable upon regulations thereunder would permit such consolidation, merger, sale, transfer, or share exchange by a holder of warrants or shares of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer, or share exchange and on a basis which preserves the economic benefits of the rights of the holders of Common Shares and Adjustment Warrants to receive Adjustment Warrants and Adjustment Shares on a basis as nearly as practical as such rights exist hereunder prior theretotermination. (8) Section 6(n) is amended by inserting the words "or Adjustment Warrants" after the words "Common Shares" therein. (e) Buyers' Right to Require Repurchase of the Common Shares and Adjustment Warrants. Section 7 of the Subscription Agreement is amended as follows: (1) The caption of Section 7 is amended by adding the words "AND ADJUSTMENT WARRANTS" at the end thereof. (2) Section 7(a) is amended by inserting the words "and Adjustment Warrants" after the words "its Common Shares" therein. (3) Clause (iii) of the definition of "Repurchase Event" in Section 7(b) is amended by (A) inserting the words "or Adjustment Shares" after the words "any holder of Common Shares" therein, and (B) deleting the word "such" after the words "under this Section 7 to sell" therein. (4) The second paragraph of Section 7(b) (commencing with the words "Notwithstanding Sections 7(a)...") is amended by (A) inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the two places in the first sentence of such paragraph where "Common Shares" appears, and (B) inserting the words "or issuable upon exercise of Adjustment Warrants" after the words "the number of Common Shares acquired hereunder" in the third sentence of such paragraph. (5) The third paragraph of Section 7(b) (commencing with the words "For purposes of this Section 7, (A) a Repurchase Event...") is amended by inserting the words "or Adjustment Shares" after the words "Common Shares" in each of the first two places in such paragraph where "Common Shares" first appears. (6) Section 7(c) is amended by (A) inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the following five places in section 7(c): (i) in the first sentence thereof, (ii) in clause (i) of the second sentence thereof, (iii) in clause (iii) of the second sentence thereof, (iv) in the third sentence thereof and (v) the second place in the fourth sentence thereof where "Common Shares" appears, (B) inserting the words "or Adjustment Shares" after the words "Common Shares" in the first place in the fourth sentence thereof where "Common Shares" appears, and (C) inserting the words "and Adjustment Warrants to purchase whole Common Shares" after the words "Common Shares" in the fifth sentence thereof. (7) Section 7(d) is amended by deleting clause (2)(i) thereof in its entirety and substituting in lieu thereof the following: (i) the sum of the number of Common Shares to be repurchased and the number of Adjustment Shares issuable upon the exercise of the Adjustment Warrants to be repurchased and (8) Section 7(f) is amended by (A) deleting the words "Adjustment Date" after the words "with respect to any" in the first sentence of Section 7(f) and substituting in lieu thereof the words "date of exercise of any Adjustment Warrants", (B) deleting the words "Adjustment Date" and substituting in lieu thereof the words "exercise date" in each of the following three places in Section 7(f): (i) the second place in the first sentence thereof where "Adjustment Date" appears, (ii) the third place in the first sentence thereof where "Adjustment Date" appears and (iii) in the third sentence thereof, and (C) inserting the words "and Adjustment Shares" after the words "Common Shares" in the fourth sentence thereof. (9) Section 7(g) is amended by inserting the words "and Adjustment Warrants" after the words "Common Shares" in each of the first and second sentences of Section 7(g). (10) Section 7(h) is amended by inserting the words "and Adjustment Warrants" after the words "this Agreement" in each of the following three places in Section 7(h): (i) in the third sentence thereof, (ii) in clause 2(i) of the seventh sentence thereof and (iii) in clause 2(ii) of the seventh sentence thereof. (f) Company's Right to Repurchase the Common Shares and Adjustment Warrants. The Subscription Agreement is amended to add the following new Section 7.1: