Common use of Certain Issuances of Common Shares or Convertible Securities Clause in Contracts

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in a Permitted Transactions (as defined below) Transaction or a transaction to which subsection (Ai) of this Section 13 12 is applicable) without consideration or at a consideration price per share (or having a conversion or exercise price per share) that is less than 90% the Exercise Price in effect immediately prior to such issuance of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) (the “Pre-Issuance Exercise Price”) then, in such event: , (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) there shall be increased to the number obtained by multiplying the Initial Number by calculated a fraction (AI) the numerator denominator of which shall be the sum of (x) the number of shares of Common Stock of the Company Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (BII) the denominator numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on such date and (II2) the number of shares of Common Stock which the aggregate consideration receivable by the Company Corporation for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Pre-Issuance Exercise Price on (such fraction, the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities“Adjustment Factor”); and and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Pre-Issuance Exercise Price in effect immediately prior to by the date Adjustment Factor. For the avoidance of doubt, no adjustment shall be implemented under this subsection unless the Adjustment Factor is less than 1.0. For purposes of the agreement on pricing of such shares (or of such convertible securities) by a fractionforegoing calculations, the numerator of which shall be the number of all shares of Common Stock issuable upon exercise of this Warrant Options (as defined in the Restated Certificate) outstanding immediately prior to such date and issuance or upon conversion or exchange of Convertible Securities (as defined in the denominator Restated Certificate) (including the Preferred Stock (as defined in the Restated Certificate)) outstanding (assuming exercise of which any outstanding Options (as defined in the Restated Certificate) therefor) immediately prior to such issuance shall be the number of treated as outstanding shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) aboveStock.

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 2.2 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 9095% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (Aa) the number of Shares issuable upon the exercise of this Warrant Exercise Number in effect immediately prior to such event (the date of the agreement “Initial Number”) shall, on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall ), be increased to the number obtained by multiplying the Initial Number by a fraction (Ai) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (Bii) the denominator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on such date and (II2) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (Bb) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this the applicable Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this the applicable Warrant immediately after the adjustment described in clause paragraph (Aa) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant Common Stock immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant clause (disregarding whether or not this Warrant was exercisable by its terms at such date time) (A) above, and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) aboveabove (disregarding whether or not this Warrant is exercisable by its terms at such time).

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (Aa) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (Ai) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (Bb) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (Bii) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (Ai) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant Common Stock immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant clause (disregarding whether or not this Warrant was exercisable by its terms at such date time) (A) above, and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) above.above (disregarding whether or not this Warrant is exercisable by its terms at such time). For purposes of the foregoing, (1) the “Aggregate Consideration” in respect of such issuance of shares of Common Stock (or convertible securities) shall be deemed to be equal to the sum of the net offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of Common Stock and convertible securities, plus the aggregate amount, if any, payable upon conversion of any such convertible securities (assuming conversion in accordance with their terms immediately following their issuance (and further assuming for this purpose that such convertible securities are convertible at such time)); (2) in the case of the issuance of such shares of Common Stock or convertible securities for, in whole or in part, any non-cash property (or in the case of any non-cash property payable upon conversion of any such convertible securities), the consideration represented by such non-cash property shall be deemed to be the Market Price (in the case of securities) and/or Fair Market Value (in all other cases), as applicable, of such non-cash property as of immediately prior to the Pricing Date (before deduction of any related expenses payable to third parties, including discounts and commissions); (3) on any increase in the number of shares of Common Stock deliverable upon conversion of any such issued convertible securities, and/or any decrease in the consideration receivable by the Corporation in respect of any such conversion (each, a “Post-Issuance Adjustment”), then, to the extent that, in respect of the same facts and events, the adjustment provisions set forth in this

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding of Common Stock immediately prior to the date of the agreement on pricing of such shares (or shares(or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) above.above (disregarding whether or not this Warrant is exercisable by its terms at such time). For purposes of the foregoing, (1) the “Aggregate Consideration” in respect of such issuance of shares of Common Stock (or convertible securities) shall be deemed to be equal to the sum of the net offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of Common Stock and convertible securities, plus the aggregate amount, if any, payable upon conversion of any such convertible securities (assuming conversion in accordance with their terms immediately following their issuance (and further assuming for this purpose that such convertible securities are convertible at such time)); (2) in the case of the issuance of such shares of Common Stock or convertible securities for, in whole or in part, any non-cash property (or in the case of any non-cash property payable upon conversion of any such convertible securities), the consideration represented by such non-cash property shall be deemed to be the Market Price (in the case of securities) and/or Fair Market Value (in all other cases), as applicable, of such non-cash property as of immediately prior to the Pricing Date (before deduction of any related expenses payable to third parties, including discounts and commissions); (3) on any increase in the number of shares of Common Stock deliverable upon conversion of any such issued convertible securities, and/or any decrease in the consideration receivable by the Corporation in respect of any such conversion (each, a “Post-Issuance Adjustment”), then, to the extent that, in respect of the same facts and events, the adjustment provisions set forth in this Section 12 (excluding this clause (3)) do not result in a proportionate increase in the number of Warrant Shares issuable upon the

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Bank shall issue shares of Common Stock Shares (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Shares (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company Shares issued and outstanding on such date and (y) the number of additional shares of Common Stock Shares issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock Shares issued and outstanding on such date and (II) the number of shares of Common Stock Shares which the aggregate consideration receivable by the Company Bank for the total number of shares of Common Stock Shares so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock Shares issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock Shares issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 9095% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company Corporation for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 9095% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (Ai) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (Bb) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date and (IIy) the number of shares of Common Stock which that the aggregate consideration receivable by the Company Corporation for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (Bii) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (AB)(i) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding of Common Stock immediately prior to the date of the agreement on pricing of such shares (or shares(or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would LA_LAN01:342544.5 purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) aboveabove (disregarding whether or not this Warrant is exercisable by its terms at such time).

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 9095% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company Corporation for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (ASection 13(A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Exercise Price on the last trading day preceding in effect immediately prior to the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (Bi) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, fraction (1) the numerator of which shall be the sum of (y) the number of shares of Common Stock issuable upon exercise (or into which convertible securities may be exercised or converted) that would have been issued assuming the additional shares of this Warrant Common Stock had been issued or deemed issued at a price per share of Common Stock equal to the Exercise Price (such amount determined by dividing the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock to be issued (or into which convertible securities may be exercised or converted) by the Exercise Price immediately prior to the date of the agreement on pricing such shares (or such convertible securities)) and (z) the number of shares of Common Stock outstanding on such date and immediately prior to the issuance of additional shares (treating for this purpose as outstanding all shares of Common Stock issuable upon conversion or exercise of all convertible securities of the Corporation) and (2) the denominator of which shall be the sum of (y) the number of shares of Common Stock outstanding on such date (treating for this purpose as outstanding all shares of Common Stock issuable upon conversion or exercise of all convertible securities of the Corporation) and (z) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or converted); and (ii) the number of Shares of Common Stock issuable upon the exercise of this Warrant shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately after prior to the issuance giving rise to this adjustment described by (y) the new Exercise Price determined in clause (A) aboveaccordance with the immediately preceding sentence.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding of Common Stock immediately prior to the date of the agreement on pricing of such shares (or shares(or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) aboveabove (disregarding whether or not this Warrant is exercisable by its terms at such time).

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding of Common Stock immediately prior to the date of the agreement on pricing of such shares (or shares(or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) above.above (disregarding whether or not this Warrant is exercisable by its terms at such time). For purposes of the foregoing, (1) the “Aggregate Consideration” in respect of such issuance of shares of Common Stock (or convertible securities) shall be deemed to be equal to the sum of the net offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of Common Stock and convertible securities, plus the aggregate amount, if any, payable upon conversion of any such convertible securities (assuming conversion in accordance with their terms immediately following their issuance (and further assuming for this purpose that such convertible securities are convertible at such time)); (2) in the case of the issuance of such shares of Common Stock or convertible securities for, in whole or in part, any non-cash property (or in the case of any non-cash property payable upon conversion of any such convertible securities), the consideration represented by such non-

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (, and, such transaction, a “Common Stock Issuance”), other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 12 is applicable) , without consideration or at a consideration per share of Common Stock (or having a conversion price per shareshare of Common Stock) that is less than 90% of the Market then applicable Exercise Price, then the Exercise Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant effect immediately prior to the date of the agreement on pricing of each such shares (or of such convertible securities) (the “Initial Number”) Common Stock Issuance shall be increased reduced to the number obtained price determined by multiplying the Initial Number Exercise Price in effect immediately prior to such Common Stock Issuance by a fraction fraction, (Ax) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on immediately prior to such date and Common Stock Issuance plus (II2) the number of shares of Common Stock which the aggregate consideration receivable received by the Company for the total number of such additional shares of Common Stock so issued (or into which convertible securities may be exercised or convert) sold would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date Issuance, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such Common Stock Issuance. In such event, the number of shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately after prior to the adjustment described Common Stock Issuance giving rise to this adjustment, by (y) the new Exercise Price determined in clause (A) aboveaccordance with the immediately preceding sentence.

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Datedate of issuance, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 4.1 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (Aa) the number of Shares shares issuable upon the exercise of this the Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (Bb) the Exercise Warrant Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Warrant Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this the Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this the Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date Solely with respect to any such Subsequent Warrant issued on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Dateprior to March 31, 2019, if the Company shall at any time or from time to time issue shares of the Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of the Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (Athe adjustments set forth in Section 4.4(a) of this Section 13 is are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% one-hundred percent (100%) of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant Common Stock immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (i) the number of Warrant Shares that would be issuable upon the issuance and exercise of such Subsequent Warrant immediately prior to the Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of the Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of the Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (B) the denominator of which shall be the sum of (Ix) the number of shares of the Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of the Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of the Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Common Stock immediately prior to the Pricing Date; and (Bii) the Exercise Price that would be payable upon the issuance and exercise of the such Subsequent Warrant shall be adjusted by multiplying such Exercise Price in effect that was applicable immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of the Common Stock issuable upon the issuance and exercise of this such Subsequent Warrant in full immediately prior to the adjustment pursuant to clause (i) above when such date Subsequent Warrant is issued (disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time), and the denominator of which shall be the number of shares of the Common Stock issuable upon the issuance and exercise of this such Subsequent Warrant in full immediately after the adjustment described in pursuant to clause (Ai) above.above (disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time). For purposes of the foregoing: (i) the “Aggregate Consideration” in respect of such issuance of shares of the Common Stock (or convertible securities) shall be deemed to be equal to the sum of the net offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of the Common Stock and convertible securities, plus the aggregate amount, if any, payable upon conversion of any such convertible securities (assuming conversion in accordance with their terms immediately following their issuance (and further assuming for this purpose that such convertible securities are convertible at such time)); (ii) in the case of the issuance of such shares of the Common Stock or convertible securities for, in whole or in part, any non-cash property (or in the case of any non-cash property payable upon conversion of any such convertible securities), the consideration represented by such non-cash property shall be deemed to be the Market Price (in the case of securities) and/or Fair Market Value (in all other cases), as applicable, of such non-cash property as of immediately prior to the Pricing Date (before deduction of any related expenses payable to third parties, including discounts and commissions); (iii) on any increase in the number of shares of the Common Stock deliverable upon conversion of any such issued convertible securities, and/or any decrease in the consideration receivable by the Company in respect of any such conversion (each, a “Post-Issuance Adjustment”), then, to the extent that, in respect of the same facts and events, the adjustment provisions set forth in this Section 4.4

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (ASection 5.4(i) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Conversion Price on the last trading day preceding in effect immediately prior to the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) event the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Conversion Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Conversion Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, fraction (1) the numerator of which shall be the sum of (y) the number of shares of Common Stock issuable upon exercise (or into which convertible securities may be exercised or converted) that would have been issued assuming the additional shares of this Warrant Common Stock had been issued or deemed issued at a price per share of Common Stock equal to the Conversion Price (such amount determined by dividing the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock to be issued (or into which convertible securities may be exercised or converted) by the Conversion Price immediately prior to the date of the agreement on pricing such shares (or such convertible securities)) and (z) the number of shares of Common Stock outstanding on such date and immediately prior to the issuance of additional shares (treating for this purpose as outstanding all shares of Common Stock issuable upon conversion or exercise of all convertible securities of the Corporation) and (2) the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.sum of

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if If the Company shall issue shares of Common Stock Shares (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Shares (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (ASection 4.01(a), 4.01(c) of this Section 13 or 4.01(f) is applicable) without consideration or at a consideration per share in the case of Common Shares (or or, in the case of convertible securities, having a conversion price per share) that is less than 9095% of the Market Price on the last trading day Trading Day preceding the date of on which the agreement on pricing such shares (relevant sales price, conversion price or such convertible securities) exercise price is established then, in such event: (Ai) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the open of business on the date of on which the agreement on pricing of such shares (sales price, conversion price or of such convertible securities) exercise price is established (the “Initial NumberEx-Date”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price adjusted based on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); andfollowing formula: where: (Bii) the Exercise Price payable upon exercise of the a Warrant shall be adjusted by multiplying the following formula: where: Any adjustment made under this clause (b) shall be made successively whenever any such Exercise Price in effect convertible securities are distributed and shall become effective immediately prior to after the date open of business on the agreement on pricing of Ex-Date for such shares (or distribution. To the extent that Common Shares are not delivered after the expiration of such convertible securities) by a fraction, the numerator Exercise Price and number of which Warrant Shares shall be adjusted to the Exercise Price and number of Warrant Shares that would then be in effect had the adjustment with respect to the distribution of such convertible securities been made on the basis of delivery of only the number of shares Common Shares actually delivered. If such convertible securities are not so distributed, the Exercise Price and number of Warrant Shares shall be decreased to the Exercise Price and number of Warrant Shares that would then be in effect if such Ex-Date for such distribution had not occurred. For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such Common Shares or convertible securities shall be deemed to be equal to the sum of the net offering price (after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such convertible securities into Common Shares; and “Permitted Transactions” shall include issuances (1) as consideration for or to fund the acquisition by the Company of businesses and/or assets, (2) in connection with employee benefit plans and compensation related arrangements of the Company approved by the Board of Directors, (3) in connection with a broadly marketed offering and sale of Common Stock issuable Shares or convertible securities for cash and (4) upon exercise of convertible securities issued and outstanding on the date hereof or in accordance with the terms (whether mandatory or optional) of any security, instrument or agreement outstanding or in effect on the date hereof. Any adjustment made pursuant to this Warrant prior to Section 4.01(b) shall become effective immediately upon the date of such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) aboveissuance.

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (Aa) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A1) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (Bb) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B2) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (Ai) above.

Certain Issuances of Common Shares or Convertible Securities. Until If the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant Corporation shall at any time or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which the adjustments set forth in subsection (Ai) of this Section 13 is 12 are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90100% of the Market Price on the last trading day preceding of Common Stock immediately prior to the date of the agreement on pricing of such shares (or shares(or of such convertible securities) (such date of agreement, the “Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertsecurities) would purchase at the Market Price on of Common Stock immediately prior to the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) above.above (disregarding whether or not this Warrant is exercisable by its terms at such time). For purposes of the foregoing, (1) the “Aggregate Consideration” in respect of such issuance of shares of Common Stock (or convertible securities) shall be deemed to be equal to the sum of the net offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of Common Stock and convertible securities, plus the aggregate amount, if any, payable upon conversion of any such convertible securities (assuming conversion in accordance with their terms immediately following their issuance (and further assuming for this purpose that such convertible securities are convertible at such time)); (2) in the case of the issuance of such shares of Common Stock or convertible securities for, in whole or in part, any non-cash property (or in the case of any non-cash property payable upon conversion of any such convertible securities), the consideration represented by such non-cash property shall be deemed to be the Market Price (in the case of securities) and/or Fair Market Value (in all other cases), as applicable, of such non-cash property as of immediately prior to the Pricing Date (before deduction of any related expenses payable to third parties, including discounts and commissions); (3) on any increase in the number

Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion“ conversion ”) for shares of Common Stock) (collectively, ““ convertible securitiessecurities ”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the ““ Initial NumberNumber ”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.. For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such shares of Common Stock or