Common use of Restrictions on Adjustments Clause in Contracts

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made. (f) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock Shares or other Securities or any payments pursuant to any present or future equity incentive plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii2) for a change in upon the par value issuance of any Common Shares upon conversion of the New Convertible Notes; (3) upon any issuance of any Common StockShares (or Convertible Securities) pursuant to the exercise of the Warrants; (4) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoingStock. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i) upon the issuance of any securities by the Company on the Closing Date or pursuant to the Plan; (ii) upon the issuance of any shares of Class A Common Stock or Class B Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the issuance of any shares of Class A Common Stock or Class B Common Stock to any of the Company’s securities and officers, directors or employees pursuant to any benefit plan of the investment of additional optional amounts in shares of Common Stock under any planCompany; (iiiii) for a change in the par value of the Class A Common Stock or Class B Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Class A Common Stock or Class B Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock Stock, as applicable and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that however, any such adjustments that are less than 1% of the Exercise Price shall not made will be carried forward and such carried forward adjustments, regardless of whether made when the aggregate of all such adjustments or any other adjustment is less than required to be made pursuant to Article 4 equal or exceed 1% of the Exercise Price, . All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of Class A Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.016.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither Notwithstanding the adjustment provisions in this Warrant Agreement, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Warrants were first issued; or (iv) for a change in the par value of the Common Stock. (c) In If in the future the Common Stock of the Company or any reference property has a designated par value, in no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate Shares to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 6.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) Adjustments to the Number of Shares will be calculated to the nearest 1/10,000th of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) upon exercise of any Warrant; (ii) annually, on each anniversary May 22 of the Closing Date, (ii) immediately prior to the time of any exercise, each year; and (iii) five Business on each of the 10 Scheduled Trading Days immediately prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (f) If The Company shall not take any action that would result in an adjustment without complying with NASDAQ Market Rule 5635 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distributionmay be listed, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such recordif applicable.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of shares of Common Stock stock or any other securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities; (2) upon the issuance of any shares of Common Stock (or Convertible Securities) pursuant to the Management Stock Option Plan; (3) upon any present or future plan providing for the reinvestment issuance of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in any shares of Common Stock under any plan;(or Convertible Securities) pursuant to the exercise of the Warrants; or (ii4) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a share of Common Stock, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares Securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Common Stock pursuant to any present or future plan providing for Shares upon the reinvestment exercise of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch Securities; (ii2) for a change in upon the par value issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common StockShares (or Convertible Securities) pursuant to the exercise of the Warrants; (4) upon the offer and sale of Common Shares by the Company in a registered primary offering at a price that is less than Fair Value for Common Shares at the time of such offer and sale; and (5) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a [Common Unit], unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.016.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither Notwithstanding the adjustment provisions in this Warrant Agreement, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Warrants were first issued; or (iv) for a change in the par value of the Common Stock. (c) In If in the future the Common Stock of the Company or any reference property has a designated par value, in no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate Shares to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 6.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) Adjustments to the Number of Shares will be calculated to the nearest 1/10,000th of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) upon exercise of any Warrant; (ii) annually, on each anniversary [ ] of the Closing Date, (ii) immediately prior to the time of any exercise, each year; and (iii) five Business on each of the 10 Scheduled Trading Days immediately prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (f) If The Company shall not take any action that would result in an adjustment without complying with NASDAQ Market Rule 5635 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distributionmay be listed, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such recordif applicable.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock Shares or other Securities or any payments pursuant to the Management Plan or any present other equity incentive plan of the Company; (2) upon any issuance of any Common Shares (or future plan providing for Convertible Securities) pursuant to the reinvestment exercise or conversion, as applicable, of dividends or interest payable on the Warrants, the Company’s securities and Series A Warrants, the investment of additional optional amounts in Company’s Series B Warrants, shares of Common Series A Preferred Stock under any planor shares of Series B Preferred Stock; (ii3) for a change in upon the par value issuance of Common Shares or other Securities of the Common StockCompany in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement); or (4) upon any dividend or distribution made by the Company in accordance with Section 5.07. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (d) Notwithstanding anything to the contrary in this Warrant Agreement, prior to, or in the absence of, the receipt of Shareholder Approval, any adjustment to be made to the Exercise Price or the Number of Warrants that would result in the Common Shares issued or issuable upon exercise of all Warrants to be equal to 20% or greater of the then- outstanding Common Shares shall be limited to the extent necessary for such adjustment to result in Common Shares issued or issuable upon exercise of all Warrants representing no more than 19.99% of the then-outstanding Common Shares so that the Company may remain in compliance with the listing requirements of the stock exchange on which its Common Shares are then listed. Upon receipt of Shareholder Approval, the full adjustment to the Exercise Price or Number of Warrants shall be made. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(e) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(e), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, No adjustment shall be made to the Series A Exercise Price and or the Series B Exercise Price under Section 4.01, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate will not be adjusted for under Section 4.02, unless the issuance adjustment would result in a change of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any at least 1% of the foregoingSeries A Exercise Price or the Series B Exercise Price, as the case may be; provided, however, that any adjustment of less than 1% that was not made by reason of this Section 4.04(a) shall be carried forward and made as soon as such adjustment, together with any other adjustments not previously made by reason of this Section 4.04(a), would result in a change of at least 1% in the aggregate. All calculations under this Article 4 shall be made to the nearest cent or to the nearest 1/100th of a Common Share, as the case may be. (b) Neither In no event shall the Company adjust the Series A Exercise Price or the Series B Exercise Price or make a corresponding adjustment to the number of Common Shares issuable upon exercise of any Warrant to the extent that the adjustment would reduce the applicable Exercise Price below the par value of the Common Shares. (c) No adjustment shall be made to the Series A Exercise Price or the Series B Exercise Price under Section 4.01, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate will be adjusted: under Section 4.02, upon: (i) upon the issuance of any shares Securities by the Company on the Effective Date and pursuant to the RSA or the exchange agreement contemplated by the RSA, (ii) the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities Securities and the investment of additional optional amounts in shares of Common Stock Shares under any plan; , (iiiii) for the issuance of Securities by the Company to employees, officers, directors or consultants of the Company or its Subsidiaries pursuant to the MIP or other management or director incentive plans or stock or stock option compensation plans, including pursuant to any employment, severance or consulting agreements, or (iv) a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common StockShares. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither Notwithstanding the adjustment provisions in this Warrant, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s 's securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date this Warrant was first issued; or (iv) for a change in the par value of the Common Stock. (c) In If in the future the Common Stock of the Company or any reference property has a designated par value, in no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate Shares to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders the Holder to participate in any such transaction transactions without exercising their Warrants this Warrant on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) Adjustments to the Number of Shares will be calculated to the nearest one-ten thousandth (1/10,000th) of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least one percent (1% %) of the Exercise Price; provided that any adjustments that are less than one percent (1% %) of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than one percent (1% %) of the Exercise Price, shall be made (i) upon exercise of this Warrant; (ii) annually, on each anniversary April 20 of the Closing Date, (ii) immediately prior to the time of any exercise, each year; and (iii) five Business on each of the ten (10) Scheduled Trading Days immediately prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (f) If The Company shall not take any action that would result in an adjustment without complying with Nasdaq Market Rule 5635 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distributionmay be listed, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such recordif applicable.

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither the Exercise Price nor the Number number of Warrants for shares of Common Stock issuable upon exercise of any Warrant Certificate will shall be adjusted: adjusted upon: (i) upon the issuance of any securities by the Company on the Effective Date and pursuant to the Plan; (ii) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; ; (iiiii) for the issuance of securities by the Company to employees, officers, directors or consultants of the Company or its subsidiaries pursuant to management or director incentive plans or stock or stock option compensation plans, including pursuant to any employment, severance or consulting agreements; or (iv) a change in the par value of the Common Stock. (cb) In no event will shall the Company adjust the Exercise Price or make a corresponding adjustment to the Number number of Warrants for shares of Common Stock issuable upon exercise of any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of the Common Stock. (dc) No Until the date that is six (6) months prior to the Expiration Date, no adjustment shall be made to the Exercise Price or the Number number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders shares of Common Stock and with notice that the Board issuable upon exercise of Directors determines any Warrant pursuant to this Article 4 if such adjustment would result in good faith to be fair and appropriate. (e) No adjustment shall be made to a change of less than 1 percent in the Exercise Price, nor will unless the Company so elects; provided, however, that any corresponding adjustment that would have been made but for this Section 4.8(c) shall be carried forward and shall be made on the earlier of (i) the next adjustment to the Number Exercise Price or to the number of shares of Common Stock issuable upon exercise of the Warrants for pursuant to this Article 4, (ii) as soon as such unmade adjustment, together with any Warrant Certificateother adjustments not previously made by reason of this Section 4.8(c), unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of 1 percent in the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and or (iii) five Business Days the date that is six (6) months prior to the Expiration Date, unless, in each case, such adjustment has already been made. (f) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.016.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither Notwithstanding the adjustment provisions in this Warrant Agreement, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Warrants were first issued; or (iv) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock.[RESERVED] (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 6.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) Adjustments to the Number of Shares will be calculated to the nearest 1/10,000th of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) upon exercise of any Warrant; (ii) annually, on each anniversary [—] of the Closing Date, (ii) immediately prior to the time of any exercise, each year; and (iii) five Business on each of the 10 Scheduled Trading Days immediately prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (f) If The Company shall not take any action that would result in an adjustment without complying with NYSE Rule 312.03 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distributionmay be listed, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such recordif applicable.

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;; or (ii) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate Shares to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) Notwithstanding anything in this Article 5 to the contrary, the Exercise Price will not be adjusted, and no corresponding adjustment shall be made to the Number of Shares, to the extent that the Exercise Price, as adjusted in accordance with Section 5.01, would be reduced below $8.00 (such price subject to adjustment in the same manner and at the same time as adjustments to the Exercise Price pursuant to this Article 5). (e) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (ef) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, Exchange Date and (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (fg) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Ordinary Shares or any other securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock securities by the Company on or after the Closing Date pursuant to any present the Plan or future plan providing for upon the reinvestment issuance of dividends or interest payable on Ordinary Shares upon the Company’s securities and the investment exercise of additional optional amounts in shares of Common Stock under any plansuch securities; (ii2) upon the issuance of any Ordinary Shares (or Convertible Securities) pursuant to the Management Stock Option Plan; (3) upon any issuance of any Ordinary Shares (or Convertible Securities) pursuant to the exercise of the Warrants; or (4) for a change in the par value of the Common StockOrdinary Shares. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of Common Stock and with respect to Ordinary Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.04(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.04(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Ordinary Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Ordinary Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock Shares or other Securities or any payments pursuant to the Management Plan or any present other equity incentive plan of the Company; (2) upon any issuance of any Common Shares (or future plan providing for Convertible Securities) pursuant to the reinvestment exercise or conversion, as applicable, of dividends or interest payable on the Warrants, the Company’s securities and Series A Warrants, the investment of additional optional amounts in Company’s Series B Warrants, the Company’s Series C Warrants, or shares of Common Stock under any planSeries A Preferred Stock; (ii3) for a change in upon the par value issuance of Common Shares or other Securities of the Common StockCompany in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement); or (4) upon any dividend or distribution made by the Company in accordance with Section 5.06. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (d) [Reserved.] (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(e) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(e), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price Prices and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price Prices nor the Number of Warrants will be adjusted: (1) upon the issuance of any Securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Common Shares upon the exercise of such Securities; (2) upon the issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common Shares (or Convertible Securities) pursuant to the exercise of the Warrants; (4) upon the offer and sale of Common Shares by the Company in a primary offering at a price that is less than Fair Value for Common Shares at the time of such offer and sale; and (5) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) No adjustment shall be made to the Exercise Prices or the Number of Warrants for any Warrant Certificate will be adjusted: (i) upon of the issuance transactions described in Section 4.01 if the Company makes provisions for participation in any such transaction with respect to Warrants without exercise of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable such Warrants on the Company’s securities and the investment of additional optional amounts in shares of same basis as with respect to Common Stock under any plan; (ii) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent Shares with notice that the adjustment would reduce the Exercise Price below the par value per share of Common StockBoard determines in good faith to be fair and appropriate. (d) No adjustment shall be made to the Series A Exercise Price, Series B Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Series C Exercise Price, Price nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Series A Exercise Price, Series B Exercise Price or Series C Exercise Price, respectively; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock Shares or other Securities or any payments pursuant to the Management Plan or any present other equity incentive plan of the Company; (2) upon any issuance of any Common Shares (or future plan providing for Convertible Securities) pursuant to the reinvestment exercise or conversion, as applicable, of dividends or interest payable on the Warrants, the Company’s securities and Series A Warrants, the investment of additional optional amounts in shares of Common Stock under any planCompany’s Series B Warrants, the Company’s Series C Warrants, the Company’s Series D Warrants, or the Company’s Series E Warrants; (ii3) for a change in upon the par value issuance of Common Shares or other Securities of the Common StockCompany in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement); or (4) upon any dividend or distribution made by the Company in accordance with Section 5.07. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (d) [Reserved.] (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(e) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(e), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.016.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither Notwithstanding the adjustment provisions in this Warrant Agreement, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Warrants were first issued; or (iv) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock.[RESERVED] (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 6.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) Adjustments to the Number of Shares will be calculated to the nearest 1/10,000th of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) upon exercise of any Warrant; (ii) annually, on May 7th of each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, year; and (iii) five Business on each of the 10 Scheduled Trading Days immediately prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (f) If The Company shall not take any action that would result in an adjustment without complying with NYSE Rule 312.03 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distributionmay be listed, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such recordif applicable.

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;; or (ii) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made. (f) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price Prices and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price Prices nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock Securities by the Company on or after the Closing Date pursuant to any present either the RSA or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plantransactions contemplated thereby; (ii2) for a change in upon the par value issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common StockShares (or Convertible Securities) pursuant to the exercise of the Warrants; and (4) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (d) Notwithstanding anything to the contrary in this Warrant Agreement, prior to, or in the absence of, the receipt of stockholder approval, any adjustment to be made to the Exercise Prices or the Number of Warrants that would result in the Common Shares issued or issuable upon exercise of all Warrants to be equal to 20% or greater of the then-outstanding Common Shares shall be limited to the extent necessary for such adjustment to result in Common Shares issued or issuable upon exercise of all Warrants representing no more than 19.9% of the then-outstanding Common Shares so that the Company may remain in compliance with the listing requirements of the stock exchange on which its Common Shares are then listed. Upon receipt of stockholder approval, the full adjustment to the Exercise Prices or Number of Warrants shall be made. (e) No adjustment shall be made to the Series A Exercise Price or the Series B Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Series A Exercise Price or the Series B Exercise Price, respectively; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.04(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.04(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price Prices and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price Prices nor the Number of Warrants will be adjusted: (1) upon the issuance of any Securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Common Shares upon the exercise of such Securities; (2) upon the issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common Shares (or Convertible Securities) pursuant to the exercise of the Warrants; and (4) upon the offer and sale of Common Shares by the Company in a registered primary offering at a price that is less than Fair Value for Common Shares at the time of such offer and sale; and (5) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) No adjustment shall be made to the Exercise Prices or the Number of Warrants for any Warrant Certificate will be adjusted: (i) upon of the issuance transactions described in Section 4.01 if the Company makes provisions for participation in any such transaction with respect to Warrants without exercise of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable such Warrants on the Company’s securities and the investment of additional optional amounts in shares of same basis as with respect to Common Stock under any plan; (ii) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent Shares with notice that the adjustment would reduce the Exercise Price below the par value per share of Common StockBoard determines in good faith to be fair and appropriate. (d) No adjustment shall be made to the 2019 Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the 2020 Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the 2019 Exercise Price or the 2020 Exercise Price; provided , respectively; provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.04(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.04(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except Notwithstanding anything to the contrary in accordance with Section 5.01this Article 4, the Exercise Price and the Warrant Share Number of Warrants for any Warrant Certificate will shall not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i) in the case of a Deemed Liquidation Event; (ii) upon the issuance of any other securities by the Company on or after the date the Warrants were first issued not contemplated by the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities, other than in accordance with Section 4.01; (iii) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; (iv) upon the issuance of any shares of Common Stock or other securities of the Company in connection with a business acquisition transaction, other than in accordance with Section 4.01; or (v) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iivi) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to the Management Incentive Plan (as defined in the Plan) or any other present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s subsidiaries; (vii) upon the issuance of any shares of Common Stock pursuant to any security of the Company not described in clause (vi) of this subsection and outstanding as of the date the Warrants were first issued; or (viii) for a change in the par value of the Common Stock. (cb) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Warrant Share Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (dc) No adjustment shall be made to the Exercise Price or the Warrant Share Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShare Number, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, exercise and (iiiii) five (5) Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made. All calculations and other determinations under this Article 4 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share. (fe) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Warrant Share Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01 or Section 4.07, the applicable Exercise Price and the Warrant Share Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted, including, without limitation: (i) in the case of a Deemed Liquidation Event; (ii) upon the issuance of any other securities by the Company on or after the Closing Date not contemplated by the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities; (iii) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to the Employee Incentive Plan (as defined in the Plan) or any other equity incentive plan of the Company; (iv) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; (v) upon the issuance of any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;or other securities of the Company in connection with a business acquisition transaction; or (iivi) for a change in the par value of the Common Stock. (cb) In no event will the Company adjust the Exercise Price or make a corresponding Before taking any action that would cause an adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce reducing the Exercise Price below the then par value per share of any of the shares of Common StockStock into which the Warrants are exercisable, the Company will take any corporate action that may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price. (dc) No adjustment shall be made to the Exercise Price or the Warrant Share Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the applicable Exercise Price, nor will any corresponding adjustment be made to the Warrant Share Number of Warrants for any Warrant CertificateWarrant, unless the adjustment would result in a change of at least 1% of the applicable Exercise Price; provided that any adjustments that are less than 1% of the applicable Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the applicable Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, exercise and (iiiii) five (5) Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made. (fe) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the applicable Exercise Price or the Warrant Share Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares of Common Stock Shares or other Securities or any payments pursuant to the Management Plan or any present other equity incentive plan of the Company; (2) upon any issuance of any Common Shares (or future plan providing for Convertible Securities) pursuant to the reinvestment exercise or conversion, as applicable, of dividends or interest payable on the Warrants, the Company’s securities and Series A Warrants, the investment of additional optional amounts in shares of Common Stock under any planCompany’s Series B Warrants, the Company’s Series C Warrants, or the Company’s Series D Warrants; (ii3) for a change in upon the par value issuance of Common Shares or other Securities of the Common StockCompany in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement); or (4) upon any dividend or distribution made by the Company in accordance with Section 5.07. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (d) [Reserved.] (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(e) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(e), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price Prices and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price Prices nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares Securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Common Stock pursuant to any present or future plan providing for Shares upon the reinvestment exercise of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch Securities; (ii2) for a change in upon the par value issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common StockShares (or Convertible Securities) pursuant to the exercise of the Warrants; (4) upon the offer and sale of Common Shares by the Company in a primary offering at a price that is less than Fair Value for Common Shares at the time of such offer and sale; and (5) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Series A Exercise Price, Series B Exercise Price or Series C Exercise Price nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Series A Exercise Price, Series B Exercise Price or Series C Exercise Price, respectively; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 5.05(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 5.05(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 5 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.01, No adjustment shall be made to the 4-Year Exercise Price and or the 5-Year Exercise Price under Section 4.01, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate will not be adjusted for under Section 4.02, unless the issuance adjustment would result in a change of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any at least 1% of the foregoing4-Year Exercise Price or the 5-Year Exercise Price, as the case may be; provided, however, that any adjustment of less than 1% that was not made by reason of this Section 4.04(a) shall be carried forward and made as soon as such adjustment, together with any other adjustments not previously made by reason of this Section 4.04(a), would result in a change of at least 1% in the aggregate. All calculations under this Article 4 shall be made to the nearest cent or to the nearest 1/100th of a Common Share, as the case may be. (b) Neither In no event shall the Company adjust the 4-Year Exercise Price or the 5-Year Exercise Price or make a corresponding adjustment to the number of Common Shares issuable upon exercise of any Warrant to the extent that the adjustment would reduce the applicable Exercise Price below the par value of the Common Shares. (c) No adjustment shall be made to the 4-Year Exercise Price or the 5-Year Exercise Price under Section 4.01, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate will be adjusted: under Section 4.02, upon: (i) upon the issuance of any shares Securities by the Company on the Effective Date and pursuant to the Plan, (ii) the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities Securities and the investment of additional optional amounts in shares of Common Stock Shares under any plan; , (iiiii) for the issuance of Securities by the Company to employees, officers, directors or consultants of the Company or its Subsidiaries pursuant to the New MIP or other management or director incentive plans or stock or stock option compensation plans, including pursuant to any employment, severance or consulting agreements, or (iv) a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common StockShares. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made. (f) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of New Common Stock or any securities convertible into or exchangeable for New Common Stock or carrying the right to purchase any of the foregoingStock. (b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any securities by the Company on the Closing Date of the Plan and pursuant to the Plan and upon the issuance of shares of New Common Stock upon the exercise of such securities; (2) upon the issuance of any shares of New Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of New Common Stock under any plan; (ii3) upon the issuance of Convertible Securities or shares of New Common Stock to employees, officers, directors or consultants of the Company or its subsidiaries pursuant to management or director incentive plans or stock or stock option compensation plans as in effect on the Closing Date or approved by the affirmative vote of a majority of the Board of Directors after the Closing Date, including, but not limited to, any employment, severance or consulting agreements, or the issuance of shares of New Common Stock upon the exercise of such Convertible Securities; (4) for a change in the par value of the New Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of New Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of New Common Stock on a full physical settlement basis and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(e) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(e), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a share, unless, in each case, such adjustment has already been madeas the case may be. (f) If the Company takes a record of the holders of New Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price Prices and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price Prices nor the Number of Warrants will be adjusted: (1) upon the issuance of any Securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Common Shares upon the exercise of such Securities; (2) upon the issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common Shares (or Convertible Securities) pursuant to the exercise of the Warrants; and (4) upon the offer and sale of Common Shares by the Company in a registered primary offering at a price that is less than Fair Value for Common Shares at the time of such offer and sale; and (5) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) No adjustment shall be made to the Exercise Prices or the Number of Warrants for any Warrant Certificate will be adjusted: (i) upon of the issuance transactions described in Section 4.01 if the Company makes provisions for participation in any such transaction with respect to Warrants without exercise of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable such Warrants on the Company’s securities and the investment of additional optional amounts in shares of same basis as with respect to Common Stock under any plan; (ii) for a change in the par value of the Common Stock. (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent Shares with notice that the adjustment would reduce the Exercise Price below the par value per share of Common StockBoard determines in good faith to be fair and appropriate. (d) No adjustment shall be made to the 2019 Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) No adjustment shall be made to the 2020 Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the 2019 Exercise Price or the 2020 Exercise Price, respectively; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.04(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.04(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price Prices or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. (b) Neither Notwithstanding the adjustment provisions in this Warrant, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate Shares will be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date this Warrant was first issued; or (iv) for a change in the par value of the Common Stock. (c) In If in the future the Common Stock of the Company or any reference property has a designated par value, in no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate Shares to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate Shares for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders the Holder to participate in any such transaction transactions without exercising their Warrants this Warrant on the same a basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate. (e) Adjustments to the Number of Shares will be calculated to the nearest one-ten thousandth (1/10,000th) of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateShares, unless the adjustment would result in a change of at least one percent (1% %) of the Exercise Price; provided that any adjustments that are less than one percent (1% %) of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than one percent (1% %) of the Exercise Price, shall be made (i) upon exercise of this Warrant; (ii) annually, on each anniversary April 20 of the Closing Date, (ii) immediately prior to the time of any exercise, each year; and (iii) five Business on each of the ten (10) Scheduled Trading Days immediately prior to the Expiration Date, unless, in each case, unless such adjustment has already been made. (f) If The Company shall not take any action that would result in an adjustment without complying with Nasdaq Market Rule 5635 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distributionmay be listed, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such recordif applicable.

Restrictions on Adjustments. (a) Except in accordance with Section 5.014.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any other Securities of the foregoingCompany. (b) Neither For the avoidance of doubt, neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted: (i1) upon the issuance of any shares Securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Common Stock pursuant to any present or future plan providing for Shares upon the reinvestment exercise of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch Securities; (ii2) for a change in upon the par value issuance of any Common Shares or other Securities or any payments pursuant to the Management Plan or any other equity incentive plan of the Company; (3) upon any issuance of any Common StockShares (or Convertible Securities) pursuant to the exercise of the Warrants; (4) upon the offer and sale of Common Shares by the Company in a registered primary offering at a price that is less than Fair Value for Common Shares at the time of such offer and sale; and (5) upon the issuance of Common Shares or other Securities of the Company in connection with a business acquisition transaction (except to the extent otherwise expressly required by this Warrant Agreement). (c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock. (d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 4.01 if the Company makes provisions for Warrantholders to participate participation in any such transaction with respect to Warrants without exercising their exercise of such Warrants on the same basis as holders of with respect to Common Stock and Shares with notice that the Board of Directors determines in good faith to be fair and appropriate. (ed) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant CertificateWarrants, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided provided, however, that any adjustments that are adjustment of less than 1% that was not made by reason of the Exercise Price this Section 4.05(d) shall be carried forward and made as soon as such carried forward adjustmentsadjustment, regardless together with any other adjustments not previously made by reason of whether the aggregate adjustment is less than this Section 4.05(d), would result in a change of at least 1% of in the Exercise Price, aggregate. All calculations under this Article 4 shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior nearest cent or to the Expiration Datenearest 1/100th of a Common Share, unless, in each case, such adjustment has already been madeas the case may be. (fe) If the Company takes a record of the holders of Common Stock Shares for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholdersmembers) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants for any Warrant Certificate then in effect shall be required by reason of the taking of such record.