Common use of Share Adjustment Clause in Contracts

Share Adjustment. On the Adjustment Date, Parent and the Stockholders shall, if necessary, adjust the shares issued to the Stockholders at the Closing as follows: (a) The ▇▇▇ ▇▇▇▇▇ as described in Section 3.1(b) above shall be restated so as to reflect the average trading price of Parent Common Stock as quoted on the OTC BB or such other exchange or quotation system upon which Parent Common Stock is trading for the immediate preceding 30-day period. If the average trading price as so determined is below $5.00 per share, but not less than $1.50 per share (subject to Section 3(c)(ii)), the Stockholders shall be issued (within five (5) Business Days of the Adjustment Date) such additional shares of Parent Common Stock as may be necessary so that the aggregate number of shares of Parent Common Stock issued to the Stockholders has a value equal to the Agreed Value as of the Adjustment Date (the “Supplemental Payment”). (b) In the event shares of Parent Common Stock have an average trading price as determined in accordance with procedures set forth in Section 3.2(a) of $5.00 or in excess of $5.00 per share, no adjustment shall be made in the amount of shares of Parent Common Stock previously issued to the Stockholders, which issuance shall be deemed final and not subject to further adjustment. (c) In the event shares of Parent Common Stock have an average trading price of less than $1.50 as determined in accordance with procedures set forth in Section 3.2(a), Parent shall within five (5) Business Days of the Adjustment Date either: (i) Provide notice to the Stockholders’ Representative of its intent to effectively unwind the Merger, in which event Parent shall immediately and irrevocably transfer to the Stockholders one hundred percent (100%) of the outstanding capital stock of the Surviving Corporation (free of any Encumbrances) in the same proportions the Stockholders held their Shares in the Company immediately prior to the Effective Time as set forth on Schedule 4.4; and the Stockholders shall deliver to Parent eighty percent (80%) of the shares Parent Common Stock previously delivered to the Stockholders as merger consideration pursuant to Section 3.1; or (ii) Issue the Stockholders the Supplemental Payment pursuant to the restated ▇▇▇ ▇▇▇▇▇ in accordance with Section 3.2(a). (d) In the event of a Change in Control prior to the Adjustment Date, the share adjustment and procedures set forth in Sections 3.2(a) through (c) shall be performed immediately prior to the Change in Control with the adjusted price per share to be determined by the value imputed by such Change in Control. (e) In case Parent shall (i) declare a dividend or make a distribution on its outstanding shares of Parent Common Stock in shares of Parent Common Stock or (b) subdivide, combine or reclassify its outstanding shares of Parent Common Stock into a greater or lesser number of shares, the ▇▇▇ ▇▇▇▇▇ and per share prices set forth in this Section 3.2 and in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be appropriately adjusted to reflect the intention of the parties as reflected in this Section 3.2.

Share Adjustment. On Eighteen (18) months from the Adjustment Datedate of Closing, Parent the Buyer and the Stockholders shall, if necessary, adjust the shares issued to the Stockholders at the Closing as follows: (a) The ▇P▇▇ ▇▇▇▇▇ as described in Section 3.1(b2.1(b) above shall be restated so as to reflect the average trading price of Parent Buyer’s Common Stock as quoted on the OTC BB or such other exchange or quotation system upon which Parent Buyer’s Common Stock is trading for the immediate preceding 30-day period. If the average trading price as so determined is below $5.00 per shareshare (the “Maximum Trigger Price”), but not less than $1.50 per share (the “Minimum Trigger Price”) (subject to Section 3(c)(ii2(c)(ii)), the Stockholders shall be issued (within five (5) Business Days of the Adjustment Date) such additional shares of Parent Buyer’s Common Stock as may be necessary so that the aggregate number of shares of Parent Buyer’s Common Stock issued to the Stockholders has a value equal to the Agreed Value as of the Adjustment Date (the “Supplemental Payment”). (b) In the event shares of Parent Buyer’s Common Stock have an average trading price as determined in accordance with procedures set forth in Section 3.2(a2.2(a) of $5.00 equal to or in excess of $5.00 per sharegreater than the Maximum Trigger Price, no adjustment shall be made in the amount of shares of Parent Common Stock previously issued to the Stockholders, which issuance shall be deemed final and not subject to further adjustment. (c) In the event shares of Parent Buyer’s Common Stock have an average trading price of less than $1.50 the Minimum Trigger Price as determined in accordance with procedures set forth in Section 3.2(a2.2(a), Parent shall within five (5) Business Days of the Adjustment Date either: (i) Provide notice to the Stockholders’ Representative Stockholders of its intent to effectively unwind the MergerPurchase, in which event Parent Buyer shall immediately and irrevocably transfer to the Stockholders one hundred percent (100%) of the outstanding capital stock of the Surviving Corporation Company (free of any Encumbrances) in the same proportions the Stockholders held their Shares in the Company immediately prior to the Effective Time as set forth on Schedule 4.4); and the Stockholders shall deliver to Parent Buyer eighty percent (80%) of the shares Parent of Buyer’s Common Stock previously delivered to the Stockholders as merger purchase consideration pursuant to Section 3.12.1; oror at Buyer’s sole election (ii) Issue the Stockholders the Supplemental Payment pursuant to the restated ▇P▇▇ ▇▇▇▇▇ in accordance with Section 3.2(a2.2(a). (d) In the event of a Change in Control prior to the Adjustment Date, the share adjustment and procedures set forth in Sections 3.2(a2.2(a) through (c) shall be performed immediately prior to the Change in Control with the adjusted price per share to be determined by the value imputed by such Change in Control. (e) In case Parent Buyer shall (i) declare a dividend or make a distribution on its outstanding shares of Parent Buyer’s Common Stock in shares of Parent Buyer’s Common Stock or (b) subdivide, combine or reclassify its outstanding shares of Parent Buyer’s Common Stock into a greater or lesser number of shares, the ▇P▇▇ ▇▇▇▇▇ ▇, the Maximum Trigger Price and per share prices the Minimum Trigger Price set forth in this Section 3.2 2.2 and in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be appropriately adjusted to reflect the intention of the parties as reflected in this Section 3.22.2.

Share Adjustment. On the Adjustment DateIf, Parent and the Stockholders shall, if necessary, adjust the shares issued on or prior to the Stockholders at Closing Date (or in connection with the Closing as follows: (a) The ▇▇▇ ▇▇▇▇▇ as described in Section 3.1(b) above shall be restated so as to reflect Senior Credit Facility, the average trading price of Parent Common Stock as quoted on Senior Subordinated Credit Facility and/or the OTC BB or such other exchange or quotation system upon which Parent Common Stock is trading for the immediate preceding 30-day period. If the average trading price as so determined is below $5.00 per share, but not less than $1.50 per share (subject to Section 3(c)(ii)Senior Subordinated Notes), the Stockholders Company shall be issued (within five (5) Business Days of the Adjustment Date) such additional issue or sell any shares of Parent Common Stock as may be necessary so that or any options, warrants or other equity securities of any nature convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS"), then the aggregate Company shall issue to the Purchasers an additional number of shares of Parent Common Preferred Stock issued determined by multiplying the number of Preferred Shares then outstanding (which, in the case of an adjustment, if any, to be made on the Stockholders has a value equal to the Agreed Value as of the Adjustment Date (the “Supplemental Payment”). (b) In the event shares of Parent Common Stock have an average trading price as determined in accordance with procedures set forth in Section 3.2(a) of $5.00 or in excess of $5.00 per shareClosing Date, no adjustment shall be made in 200,000) by a fraction, the amount numerator of which shall be the number of shares of Parent Common Stock previously issued to the Stockholders, which issuance shall be deemed final and not subject to further adjustment. (c) In the event shares of Parent or Common Stock have an average trading price of less than $1.50 as determined in accordance with procedures set forth in Section 3.2(a), Parent shall within five Equivalents issued (5) Business Days of the Adjustment Date either: (i) Provide notice to the Stockholders’ Representative of its intent to effectively unwind the Merger, in which event Parent shall immediately and irrevocably transfer to the Stockholders one hundred percent (100%) of the outstanding capital stock of the Surviving Corporation (free of any Encumbrancesa) in the same proportions case of an adjustment, if any, to be made on the Stockholders held their Shares in Closing Date, from the Company immediately prior date hereof to the Effective Time as set forth on Schedule 4.4; and the Stockholders shall deliver to Parent eighty percent (80%) of the shares Parent Common Stock previously delivered to the Stockholders as merger consideration pursuant to Section 3.1; or (ii) Issue the Stockholders the Supplemental Payment pursuant to the restated ▇▇▇ ▇▇▇▇▇ in accordance with Section 3.2(a). (d) In the event of a Change in Control prior to the Adjustment Date, the share adjustment and procedures set forth in Sections 3.2(a) through (c) shall be performed immediately prior to the Change in Control with the adjusted price per share to be determined by the value imputed by such Change in Control. (e) In case Parent shall (i) declare a dividend or make a distribution on its outstanding shares of Parent Common Stock in shares of Parent Common Stock Closing Date or (b) subdividein the case of an adjustment, combine if any, to be made after the Closing Date, since the later of the Closing Date or reclassify its the date of any prior adjustment made pursuant to this Section 2.04, and the denominator of which shall be the number of Voting Equity Interests outstanding immediately prior to such issuance of Common Stock or Common Stock Equivalents, excluding (1) any Preferred Shares the outstanding, if any, (2) any shares of Parent Common Stock into a greater issuable upon conversion of the Preferred Shares then outstanding, if any, (3) any shares of Common Stock issuable upon exercise of the Warrants, and (4) the Common Stock or lesser Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing or the date of any prior adjustment made pursuant to this Section 2.04. Such number of shares, additional shares will be allocated in a proportional amount to the ▇▇▇ ▇▇▇▇▇ and per share prices set Purchasers based on the allocation contained in Schedule A. Schedule 2.04 sets forth in an example of how this Section 3.2 and in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be appropriately adjusted to reflect the intention of the parties as reflected in this Section 3.2adjustment provision will work.

Share Adjustment. On The parties intend that the Adjustment fair market value of the Interests shall be equal to the fair market value of the HoldCo Shares on the Contribution Date. The parties have agreed that HoldCo will issue the HoldCo Shares based upon the parties’ estimation of the fair market values of the HoldCo Shares and the Interests immediately prior to the Contribution Date. Further, the parties expect to obtain final valuations of the HoldCo Shares and the Interests after the Contribution Date, Parent and the Stockholders shall, agree to adjust (if necessary) the number of HoldCo Shares in the manner set forth in the following sentence (the “Adjustment”). No later than fifteen (15) days after the final valuation or as otherwise agreed by the parties, adjust the shares issued to the Stockholders at the Closing as follows: (a) The ▇▇▇ ▇▇▇▇▇ as described in Section 3.1(b) above shall if the value of the HoldCo Shares is determined to be restated so as to reflect the average trading price of Parent Common Stock as quoted on the OTC BB or such other exchange or quotation system upon which Parent Common Stock is trading for the immediate preceding 30-day period. If the average trading price as so determined is below $5.00 per share, but not less than $1.50 per share the value of the Interests (subject to Section 3(c)(ii)in each case as of the Contribution Date), the Stockholders HoldCo shall be issued issue to GECC (within five (5) Business Days or any transferee of the Adjustment DateHoldCo Shares under this Agreement) such additional HoldCo shares as shall cause the value of the aggregate shares of Parent Common Stock HoldCo stock issued to GECC (or any transferee) to equal the value of the Interests, or (b) if the value of the HoldCo Shares is determined to be greater than the value of the Interests (in each case determined as may be necessary so of the Contribution Date), GECC (or any transferee of the HoldCo Shares) shall surrender to HoldCo that the aggregate number of shares of Parent Common Stock issued to HoldCo stock that will cause the Stockholders has a value equal to the Agreed Value as of the Adjustment Date (the “Supplemental Payment”). (b) In the event shares of Parent Common Stock have an average trading price as determined in accordance with procedures set forth in Section 3.2(a) of $5.00 or in excess of $5.00 per share, no adjustment shall be made in the amount of shares of Parent Common Stock previously issued to the Stockholders, which issuance shall be deemed final and not subject to further adjustment. (c) In the event shares of Parent Common Stock have an average trading price of less than $1.50 as determined in accordance with procedures set forth in Section 3.2(a), Parent shall within five (5) Business Days remaining portion of the Adjustment Date either: (i) Provide notice HoldCo Shares to equal the Stockholders’ Representative of its intent to effectively unwind the Merger, in which event Parent shall immediately and irrevocably transfer to the Stockholders one hundred percent (100%) value of the outstanding capital stock of the Surviving Corporation (free of any Encumbrances) in the same proportions the Stockholders held their Shares in the Company immediately prior to the Effective Time as set forth on Schedule 4.4; and the Stockholders shall deliver to Parent eighty percent (80%) of the shares Parent Common Stock previously delivered to the Stockholders as merger consideration pursuant to Section 3.1; or (ii) Issue the Stockholders the Supplemental Payment pursuant to the restated ▇▇▇ ▇▇▇▇▇ in accordance with Section 3.2(a). (d) Interests. In the event of a Change in Control prior to the Adjustment Datean Adjustment, the share adjustment and procedures set forth in Sections 3.2(a) through certificate reflecting ownership of HoldCo Shares by GECC (cor any transferee of the HoldCo Shares) shall be performed immediately prior to the Change in Control with the adjusted price per share to be determined by the value imputed by such Change in Control. (e) In case Parent shall (i) declare a dividend or make a distribution on its outstanding shares of Parent Common Stock in shares of Parent Common Stock or (b) subdivide, combine or reclassify its outstanding shares of Parent Common Stock into a greater or lesser number of shares, the ▇▇▇ ▇▇▇▇▇ and per share prices set forth in this Section 3.2 and in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be appropriately adjusted reissued to reflect the intention adjusted number of shares owned by GECC (or its transferee). In all cases, an Adjustment (if positive) shall entitle GECC (or its transferee) to receive solely additional shares of HoldCo voting common stock or (if negative) shall require GECC (or its transferee) to surrender solely a portion of the parties HoldCo Shares, and no consideration of any other kind shall be payable by either party in connection with an Adjustment. Prior to any Adjustment, GECC (or any transferee of the HoldCo Shares) shall have all rights afforded the owner of the HoldCo Shares, and thus may vote, receive distributions with respect to, pledge, sell or otherwise transfer the HoldCo Shares except as reflected in this Section 3.2may otherwise be limited by HoldCo’s by-laws or Articles of Incorporation.