Common use of Reset Clause in Contracts

Reset. (a) If, from the date hereof until the earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $300,000,000 of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”), then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the second business day following the later of (x) the determination of the Market Price of a share of Common Stock specified below in this Section 4.11 and (y) the stockholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment (but only by delivering shares of Common Stock or, as provided in and subject to Section 4.12, shares of Substitute Preferred Stock or shares of such other class of preferred stock as is described in Section 4.12(d)(ii)) to Purchaser (the “Reset Payment”) equal to the product of (i) an amount equal to the (x) Reference Purchase Price minus the greater of (1) $2.50 and (2) the Reset Price, divided by (y) the Reference Purchase Price and (ii) the Reset Purchase Price, grossed up as required to compensate Purchaser for any diminution in value in the Securities resulting from such Reset Payment. Subject to the provisions of Section 4.12, any such Reset Payment shall be paid by delivering to Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the public announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change (provided that, if a Reset Payment becomes due before the Company obtains the approval by the Company’s stockholders of the Stockholder Proposals, (i) the Company shall, at its election, have a reasonable period of time in which to seek such approvals and the Company’s payment obligation pursuant hereto shall be postponed during such reasonable period of time and (ii) if after the lapse of such reasonable period of time the Company has not obtained such approvals, upon request of Purchaser, the Company shall deliver to Purchaser such number of shares of Substitute Preferred Stock as may be required to satisfy the Company’s remaining obligations under this Section 4.11). (b) For purposes of this Section 4.11 and Section 4.12:

Reset. (a) If, from the date hereof until the earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of date that is nine months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $300,000,000 500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”), then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the determination of the Market Price of a share of Common Stock average price calculation specified below in this Section 4.11 3.6 and (y) the stockholder shareholder approval specified below in this Section 4.113.6, if and as applicable), the Company shall make a payment (but only by delivering shares of Common Stock or, as provided in and subject to Section 4.12, shares of Substitute Preferred Stock or shares of such other class of preferred stock as is described in Section 4.12(d)(ii)) to each Purchaser (the “Reset Payment”) ), equal to the product of (i) an amount equal to (z) the (x) Reference Purchase Price minus the greater of (1) $2.50 and (2) the Reset Price, divided by (y) the Reference Purchase Price and multiplied by (ii) the Reset Purchase Priceaggregate amount paid by such Purchaser pursuant to Article I (including, (1) if any Warrant has been exercised by such Purchaser prior to such date, the aggregate exercise price paid by such Purchaser for the Warrant shares and (2) if any Warrant has been exchanged for Convertible Preferred Stock by such Purchaser prior to such date, the value of such Warrant as calculated pursuant to the terms of the Warrant in respect of such exchange), grossed up as required to compensate each Purchaser for any diminution in value in the Securities Shares and Warrants resulting from such Reset Payment. Subject ; provided that the Company may, at its option and as an alternative to the provisions making all or any portion of Section 4.12, any such Reset Payment, instead pay the Reset Payment shall be paid due each Purchaser by delivering to such Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the public announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Purchaser owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Fundamental Change), (B) unless the Office of Thrift Supervision (the “OTS”) shall have issued a written acceptance of a rebuttal of control submission by such Purchaser pursuant to 12 C.F.R. §574.4(e), such Purchaser owning or being deemed for applicable regulatory purposes to won 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Fundamental Change) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, if a Reset Payment becomes due before in the Company obtains the approval by the Company’s stockholders case of the Stockholder Proposalsthis clause (C), (i) the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such approvals requirements and the Company’s payment obligation pursuant hereto shall be postponed during until such reasonable period of time and (ii) if after the lapse of as such reasonable period of time the Company has not shareholder approval shall have been obtained such approvals, upon request of Purchaser, the Company shall deliver to Purchaser such number of shares of Substitute Preferred Stock as may be required to satisfy the Company’s remaining obligations under this Section 4.11or denied). (b) For purposes of this Section 4.11 and Section 4.123.6:

Reset. (a) If, from the date hereof until the earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $300,000,000 of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”), . then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the determination of the Market Price of a share of Common Stock average price calculation specified below in this Section 4.11 and (y) the stockholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment (but only by delivering shares of Common Stock or, as provided in and subject to Section 4.12, shares of Substitute Preferred Stock or shares of such other class of preferred stock as is described in Section 4.12(d)(ii)) to Purchaser (the “Reset Payment”) equal to the product of (i) an amount equal to the (xz) Reference Purchase Price minus the greater of (1) $2.50 and (2) the Reset Price, divided by (y) the Reference Purchase Price and (ii) the Reset Purchase PricePrice (including (1) if the Warrant has been exercised by Purchaser prior to such date, the aggregate exercise price paid by Purchaser for the Warrant shares and (2) if the Warrant has been exchanged for Convertible Preferred Stock by Purchaser prior to such date, the value of the Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate Purchaser for any diminution in value in the Securities resulting from such Reset Payment. Subject ; provided that the Company may, at its option and as an alternative to the provisions making all or any portion of Section 4.12, any such Reset Payment shall be paid in cash, instead pay the Reset Payment due Purchaser by delivering to Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the public announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change (provided that, if a Reset Payment becomes due before the Company obtains the approval by the Company’s stockholders of the Stockholder Proposals, (i) the Company shall, at its election, have a reasonable period of time in which to seek such approvals and the Company’s payment obligation pursuant hereto shall be postponed during such reasonable period of time and (ii) if after the lapse of such reasonable period of time the Company has not obtained such approvals, upon request of Purchaser, the Company shall deliver to Purchaser such number of shares of Substitute Preferred Stock as may be required to satisfy the Company’s remaining obligations under this Section 4.11). (b) For purposes of this Section 4.11 and Section 4.12:date

Reset. (a) If, from the date hereof until the earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $300,000,000 500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”), . then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the determination of the Market Price of a share of Common Stock average price calculation specified below in this Section 4.11 and (y) the stockholder shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment (but only by delivering shares of Common Stock or, as provided in and subject to Section 4.12, shares of Substitute Preferred Stock or shares of such other class of preferred stock as is described in Section 4.12(d)(ii)) to Purchaser each Investor (the “Reset Payment”) ), equal to the product of (i) an amount equal to the (xz) Reference Purchase Price minus the greater of (1) $2.50 and (2) the Reset Price, divided by (y) the Reference Purchase Price and multiplied by (ii) the Reset Purchase Priceaggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate Purchaser each Investor for any diminution in value in the Securities resulting from such Reset Payment. Subject ; provided that the Company may, at its option and as an alternative to the provisions making all or any portion of Section 4.12, any such Reset Payment, instead pay the Reset Payment shall be paid due each Investor by delivering to Purchaser such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the public announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (A) such Investor owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Change of Control), (B) unless the OTS shall have issued a written acceptance of a rebuttal of control submission by such Investor pursuant to 12 C.F.R. §574.4(e), such Investor owning or being deemed for applicable regulatory purposes to own 10% or more of the total number of voting securities of the Company Common Stock then outstanding (or the surviving corporation resulting from such Triggering Change of Control) or (C) the Company failing to comply with applicable New York Stock Exchange requirements or the requirement of any other Governmental Entity (provided that, if a Reset Payment becomes due before in the Company obtains the approval by the Company’s stockholders case of the Stockholder Proposalsthis clause (C), (i) the Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such approvals requirements and the Company’s payment obligation pursuant hereto shall be postponed during until such reasonable period of time and (ii) if after the lapse of as such reasonable period of time the Company has not shareholder approval shall have been obtained such approvals, upon request of Purchaser, the Company shall deliver to Purchaser such number of shares of Substitute Preferred Stock as may be required to satisfy the Company’s remaining obligations under this Section 4.11or denied). (b) For purposes of this Section 4.11 and Section 4.124.11: