Common use of Adjustment to the Exercise Price Clause in Contracts

Adjustment to the Exercise Price. (A) Subject to the limitation set forth in Section 3(b)(C) below, in the event that the Company’s 2017 EBITDA is less than $22 million, the aggregate Exercise Price for the Warrant Shares shall be adjusted by deducting an amount derived from the following formula (“EBITDA Adjustment Amount”): EBITDA Adjustment Amount = $27.5 million – (2017 EBITDA X 1.25) (B) Subject to the limitation set forth in Section 3(b)(C) below, to the extent that the net book value per share of Common Stock as of December 31, 2016 (based on the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2016) (“Actual 2016 Net Book Value Per Share“) is less than $8.00, then the aggregate Exercise Price for the Warrant Shares shall be further adjusted by deducting an amount derived from the following formula (“Net Book Value Adjustment Amount”): Net Book Value Adjustment Amount = ($8.00 - Actual 2016 Net Book Value Per Share) X 7,500,000 provided that, if the Actual 2016 Net Book Value Per Share is equal to or greater than $8.00, there will be no adjustment. (C) Notwithstanding the foregoing, the aggregate amount of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount (collectively, “Aggregate Adjustment Amount”) shall not exceed $15 million. If the aggregate Exercise Price for the Warrant Shares is less than the Aggregate Adjustment Amount, then following the full Exercise of the Warrant the Company shall be liable to pay the shortfall between the aggregate Exercise Price for the Warrant Shares and the Aggregate Adjustment Amount to the Holder. In the event that either the 2017 EBITDA or Actual 2016 Net Book Value Per Share is zero or a negative number, then 2017 EBITDA or Actual 2016 Net Book Value Per Share, as the case may be, shall be deemed to be 0.01 for the purposes of calculation of the adjustments. (D) In the event that, at the time when the aggregate Exercise Price for the Warrant Shares is paid by the Holder, the Company has not finally determined the EBITDA Adjustment Amount and/or the Net Book Value Adjustment Amount, and if, following final determination of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount, there is any adjustment to be made to the aggregate Exercise Price for the Warrant Shares pursuant to this Section 3(b), the Company shall pay such adjustment amount to the Holder by wire transfer of immediately available funds to an account designated in writing by the Holder, promptly following the date such adjustment amount is determined.

Adjustment to the Exercise Price. (A) Subject to the limitation set forth in Section 3(b)(C) below, in the event that the Company’s 2017 EBITDA is less than $22 million, the aggregate Exercise Price for the Warrant Shares shall be adjusted by deducting an amount derived from the following formula (“EBITDA Adjustment Amount”): EBITDA Adjustment Amount = $27.5 million – (2017 EBITDA X × 1.25) (B) Subject to the limitation set forth in Section 3(b)(C) below, to the extent that the net book value per share of Common Stock as of December 31, 2016 (based on the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2016) (“Actual 2016 Net Book Value Per Share“) is less than $8.00, then the aggregate Exercise Price for the Warrant Shares shall be further adjusted by deducting an amount derived from the following formula (“Net Book Value Adjustment Amount”): Net Book Value Adjustment Amount = ($8.00 - Actual 2016 Net Book Value Per Share) X × 7,500,000 provided that, if the Actual 2016 Net Book Value Per Share is equal to or greater than $8.00, there will be no adjustment. (C) Notwithstanding the foregoing, the aggregate amount of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount (collectively, “Aggregate Adjustment Amount”) shall not exceed $15 million. If the aggregate Exercise Price for the Warrant Shares is less than the Aggregate Adjustment Amount, then following the full Exercise of the Warrant the Company shall be liable to pay the shortfall between the aggregate Exercise Price for the Warrant Shares and the Aggregate Adjustment Amount to the Holder. In the event that either the 2017 EBITDA or Actual 2016 Net Book Value Per Share is zero or a negative number, then 2017 EBITDA or Actual 2016 Net Book Value Per Share, as the case may be, shall be deemed to be 0.01 for the purposes of calculation of the adjustments. (D) In the event that, at the time when the aggregate Exercise Price for the Warrant Shares is paid by the Holder, the Company has not finally determined the EBITDA Adjustment Amount and/or the Net Book Value Adjustment Amount, and if, following final determination of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount, there is any adjustment to be made to the aggregate Exercise Price for the Warrant Shares pursuant to this Section 3(b), the Company shall pay such adjustment amount to the Holder by wire transfer of immediately available funds to an account designated in writing by the Holder, promptly following the date such adjustment amount is determined.

Adjustment to the Exercise Price. (A) Subject to the limitation set forth in Section 3(b)(C) below, in the event that the Company’s 2017 EBITDA is less than $22 million, the aggregate Exercise Price for the Warrant Shares shall be adjusted by deducting an amount derived from the following formula (“EBITDA Adjustment Amount”): EBITDA Adjustment Amount = $27.5 million – - (2017 EBITDA X 1.25) (B) Subject to the limitation set forth in Section 3(b)(C) below, to the extent that the net book value per share of Common Stock as of December 31, 2016 (based on the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2016) (“Actual 2016 Net Book Value Per Share“) is less than $8.00, then the aggregate Exercise Price for the Warrant Shares shall be further adjusted by deducting an amount derived from the following formula (“Net Book Value Adjustment Amount”): Net Book Value Adjustment Amount = ($8.00 - Actual 2016 Net Book Value Per Share) X 7,500,000 provided that, if the Actual 2016 Net Book Value Per Share is equal to or greater than $8.00, there will be no adjustment. (C) Notwithstanding the foregoing, the aggregate amount of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount (collectively, “Aggregate Adjustment Amount”) shall not exceed $15 million. If the aggregate Exercise Price for the Warrant Shares is less than the Aggregate Adjustment Amount, then following the full Exercise of the Warrant the Company shall be liable to pay the shortfall between the aggregate Exercise Price for the Warrant Shares and the Aggregate Adjustment Amount to the Holder. In the event that either the 2017 EBITDA or Actual 2016 Net Book Value Per Share is zero or a negative number, then 2017 EBITDA or Actual 2016 Net Book Value Per Share, as the case may be, shall be deemed to be 0.01 for the purposes of calculation of the adjustments. (D) In the event that, at the time when the aggregate Exercise Price for the Warrant Shares is paid by the Holder, the Company has not finally determined the EBITDA Adjustment Amount and/or the Net Book Value Adjustment AmountAmount due to its failure to complete the audited consolidated financial statement for the fiscal year ending December 31, 2017, the aggregate Exercise Price shall be adjusted and paid based on the unaudited consolidated financial statements of the Company for the fiscal year ending December 31, 2017; and if, following final determination of the EBITDA Adjustment Amount and the Net Book Value Adjustment AmountAmount upon completion of the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, there is any adjustment to be made to 2017, (i) (x) the final aggregate Exercise Price for the Warrant Shares determined pursuant to this Section 3(b)) is less than (y) the aggregate Exercise Price actually paid by the Holder, the Company shall pay such adjustment amount difference to the Holder by wire transfer of immediately available funds to an account designated in writing by the Holder, promptly following the date such adjustment final amount is determined, or (ii) (x) the final aggregate Exercise Price for the Warrant Shares determined pursuant to this Section 3(b) is greater than (y) the aggregate Exercise Price actually paid by the Holder, the Holder shall pay such difference to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, promptly following the date such final amount is determined.

Adjustment to the Exercise Price. (A) Subject to the limitation set forth in Section 3(b)(C) below, in the event that the Company’s 2017 EBITDA is less than $22 million, the aggregate Exercise Price for the Warrant Shares shall be adjusted by deducting an amount derived from the following formula (“EBITDA Adjustment Amount”): EBITDA Adjustment Amount = $27.5 million – (2017 EBITDA X 1.25) (B) Subject to the limitation set forth in Section 3(b)(C) below, to the extent that the net book value per share of Common Stock as of December 31, 2016 (based on the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2016) (“Actual 2016 Net Book Value Per Share“) is less than $8.00, then the aggregate Exercise Price for the Warrant Shares shall be further adjusted by deducting an amount derived from the following formula (“Net Book Value Adjustment Amount”): Net Book Value Adjustment Amount = ($8.00 - – Actual 2016 Net Book Value Per Share) X 7,500,000 provided that, if the Actual 2016 Net Book Value Per Share is equal to or greater than $8.00, there will be no adjustment. (C) Notwithstanding the foregoing, the aggregate amount of the EBITDA Adjustment Amount and the Net Book Value Adjustment Amount (collectively, “Aggregate Adjustment Amount”) shall not exceed $15 million. If the aggregate Exercise Price for the Warrant Shares is less than the Aggregate Adjustment Amount, then following the full Exercise of the Warrant the Company shall be liable to pay the shortfall between the aggregate Exercise Price for the Warrant Shares and the Aggregate Adjustment Amount to the Holder. In the event that either the 2017 EBITDA or Actual 2016 Net Book Value Per Share is zero or a negative number, then 2017 EBITDA or Actual 2016 Net Book Value Per Share, as the case may be, shall be deemed to be 0.01 for the purposes of calculation of the adjustments. (D) In the event that, at the time when the aggregate Exercise Price for the Warrant Shares is paid by the Holder, the Company has not finally determined the EBITDA Adjustment Amount and/or the Net Book Value Adjustment AmountAmount due to its failure to complete the audited consolidated financial statement for the fiscal year ending December 31, 2017, the aggregate Exercise Price shall be adjusted and paid based on the unaudited consolidated financial statements of the Company for the fiscal year ending December 31, 2017; and if, following final determination of the EBITDA Adjustment Amount and the Net Book Value Adjustment AmountAmount upon completion of the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, there is any adjustment to be made to 2017, (i) (x) the final aggregate Exercise Price for the Warrant Shares determined pursuant to this Section 3(b)) is less than (y) the aggregate Exercise Price actually paid by the Holder, the Company shall pay such adjustment amount difference to the Holder by wire transfer of immediately available funds to an account designated in writing by the Holder, promptly following the date such adjustment final amount is determined, or (ii) (x) the final aggregate Exercise Price for the Warrant Shares determined pursuant to this Section 3(b) is greater than (y) the aggregate Exercise Price actually paid by the Holder, the Holder shall pay such difference to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, promptly following the date such final amount is determined.