Common use of Rights Offerings Clause in Contracts

Rights Offerings. If the Company grants, issues or sells Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s Common Stock (each, a “Purchase Right”), the Company shall give the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to the record date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. In the event a Warrant Holder does not elect, in writing, to receive the applicable Purchase Rights within the Rights Offering Election Period, the then-current Purchase Price of the shares of Common Stock acquirable upon complete exercise of this Warrant on the record date set forth in the preceding sentence shall be adjusted downward by an amount equal to the fair market value of the Purchase Rights as of the applicable record date (as determined by the Company’s Board of Directors in good faith).using a pricing model in accordance with accounting principles generally accepted in the United States). Given that the aforementioned downward adjustment is unilaterally made by the Company’s Board of Directors, such adjustments will be favorable to the Warrant Holder, and will be made to negate the dilution event. (d)

Rights Offerings. If the Company grants, issues or sells Common Stock (other than a distribution in the nature of a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s Common Stock (each, a “Purchase Right”), the Company shall give the Warrant Holder notice, in writing, not less than ten (10) Business Days prior to the record date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. In the event a Warrant Holder does not elect, in writing, to receive the applicable Purchase Rights within the Rights Offering Election Period, the then-current Purchase Price of the shares of Common Stock acquirable upon complete exercise of this Warrant on the record date set forth in the preceding sentence shall be adjusted downward by an amount equal to the fair market value of the Purchase Rights as of the applicable record date (as determined by the Company’s Board of Directors in good faith).using a pricing model in accordance with accounting principles generally accepted in the United States). Given that the aforementioned downward adjustment is unilaterally made by the Company’s Board of Directors, such adjustments will be favorable to the Warrant Holder, and will be made to negate the dilution event. (d)of

Rights Offerings. If the Company grants, issues Corporation distributes to all or sells substantially all holders of the Common Stock any rights, options or warrants (other than a distribution in the nature of a dividend rights issued or otherwise distributed pursuant to Sections 2(ba stockholder rights plan, as to which Section 7.7(c) shall apply) entitling them, for a period of not more than sixty (60) calendar days after the announcement date of such distribution, to subscribe for or 2(d) hereofpurchase shares of the Common Stock at a price per share that is less than the arithmetic average of the Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, which and including, the Trading Day immediately preceding the date of announcement of such distribution, the Conversion Price shall be governed by those sectionsdecreased based on the following formula: where, respectively), any preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles = the holder thereof to receive, Common Stock (each, a “Common Stock Equivalent”), or other rights to purchase stock, warrants, securities or other property pro-rata to the record holders of the Company’s Common Stock (each, a “Purchase Right”), the Company shall give the Warrant Holder notice, Conversion Price in writing, not less than ten (10) Business Days effect immediately prior to the record date close of business on the Record Date for such distribution; = the receipt Conversion Price in effect immediately after the close of business on such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held Record Date; = the number of shares of Common Stock acquirable upon complete exercise outstanding immediately prior to the close of this Warrant immediately before business on such Record Date; X = the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders total number of shares of Common Stock are issuable pursuant to be determined for such rights, options or warrants; and Y = the grant, issue or sale number of such Purchase Rights. In the event a Warrant Holder does not elect, in writing, to receive the applicable Purchase Rights within the Rights Offering Election Period, the then-current Purchase Price of the shares of Common Stock acquirable upon complete exercise of this Warrant on the record date set forth in the preceding sentence shall be adjusted downward by an amount equal to the fair market aggregate price payable to exercise such rights, options or warrants, divided by the arithmetic average of the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the distribution of such rights, options or warrants. Any decrease made under this Section 7.7(b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the Record Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Price shall be increased to the Conversion Price that would then be in effect had the decrease with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Price shall be increased to the Conversion Price that would then be in effect if such Record Date for such distribution had not occurred. For purposes of this Section 7.7(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such arithmetic average of the Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of the Purchase Rights as of the applicable record date (as such consideration, if other than cash, to be determined by the Company’s Board of Directors Corporation in good faith).using a pricing model in accordance with accounting principles generally accepted in the United States). Given that the aforementioned downward adjustment is unilaterally made by the Company’s Board of Directors, such adjustments will be favorable to the Warrant Holder, and will be made to negate the dilution event. (d)faith.

Rights Offerings. If the Company grants, issues to all or sells substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a distribution in stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the nature announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a dividend pursuant to Sections 2(b) or 2(d) hereof, which shall be governed by those sections, respectively), any preferred stock, right, option, warrant or other instrument price per share that is convertible into or exercisable or exchangeable for, or otherwise entitles less than the holder thereof to receive, average of the daily volume-weighted average trading prices of the Common Stock (eachfor the 10 consecutive trading day period ending on, a “Common Stock Equivalent”)and including, or other rights to purchase stockthe trading day immediately preceding the date of announcement of such issuance, warrants, securities or other property pro-rata to at the record holders sole discretion of the Company’s Common Stock (each, a “Purchase Right”)Registered Holder, the Company shall give Registered Holder may elect (including a partial election whereby the Warrant Registered Holder notice, receives the proportionate benefits of subclauses (1) and (2) herein) either (1) to receive a number of rights that reflects the amount of rights the Registered Holders would have received had it exercised its Sponsor Warrants in writing, not less than ten (10) Business Days full prior to the record rights offering and received Common Stock, or (2) to have the Warrant Price reduced based on the following formula: Warrant Price (Adjusted) = WP(Pre) * [(OS0 + Y)/(OS0 + X)] where, WP(Pre) = the Warrant Price in effect immediately prior to the open of business on the ex-dividend date for the receipt of such Purchase Rights (a “Purchase Rights Notice”). Each Warrant Holder shall have five (5) Business Days from the date of receipt of a Purchase Rights Notice (the “Right Offering Election Period”) to inform the Company, in writing, that such Warrant Holder affirmatively elects to receive the applicable Purchase Rights, in which case such Warrant Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held issuance; OS0 = the number of shares of Common Stock acquirable upon complete exercise outstanding immediately prior to the open of this Warrant immediately before business on such ex-dividend date; X = the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders total number of shares of Common Stock are issuable pursuant to be determined for such rights, options or warrants; and Y = the grant, issue or sale number of such Purchase Rights. In the event a Warrant Holder does not elect, in writing, to receive the applicable Purchase Rights within the Rights Offering Election Period, the then-current Purchase Price of the shares of Common Stock acquirable upon complete equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the daily volume-weighted average trading prices of the Common Stock over the 10-consecutive-trading-day-period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants. If any event requiring adjustment under this Section 4.10 occurs at any time following the Business Combination, the Number of Sponsor Warrant on the record date set forth in the preceding sentence Shares shall be adjusted downward as follows: Number of Sponsor Warrant Shares (Adjusted) = SWSPre * [(OS0 + X)/(OS0 + Y)] where, SWSPre means the Number of Sponsor Warrant Shares immediately prior to such event; and, OS0, X and Y are each as defined above. Any amendment made under this Section 4.10 shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such issuance. To the extent that any rights, options or warrants that triggered a decrease in Warrant Price under this Section 4.10 shall expire unexercised, the decrease shall be recalculated as though such expired rights, options or warrants had never been issued. For purposes of this Section 4.10, in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of daily volume-weighted average trading prices of the Common Stock referred to in the beginning of this Section 4.10, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by an the Company for such rights, options or warrants and any amount equal to payable on exercise or conversion thereof, the fair market value of the Purchase Rights as of the applicable record date (as such consideration, if other than cash, to be determined in good faith by the Company’s Board of Directors in good faith).using a pricing model in accordance with accounting principles generally accepted in the United States). Given that the aforementioned downward adjustment is unilaterally made by the Company’s Board of Directors, such adjustments will be favorable to the Warrant Holder, and will be made to negate the dilution event. (d)Board.