Common use of Certain Other Transactions Clause in Contracts

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares (or such other securities or property (including cash) into which the Common Shares may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of Common Shares to be issued to the Investor at the Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 shall not be implicated by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such options.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents this Agreement to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock that is to be purchased by the Investor pursuant to this Agreement (or such other securities or property (including cash) into which the Common Shares Stock that is to be purchased by Investor pursuant to this Agreement may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock Stock, or securities convertible or exchangeable into or exercisable for shares of Common Stock Stock, issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends(excluding the rights to be issued in the Rights Offering), then the number of shares of Common Shares Stock to be issued to the Investor at the Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted replaced with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoingforegoing to the contrary, the provisions of this Section 3.14 3.5 shall not be implicated by (i) the transactions contemplated by this Agreement, the Transaction Documents (other than Other Private Placements, the Reverse Stock Split TARP Exchange and related matters) the Other Preferred Exchanges, and the Rights Offering, or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents this Agreement to such Persons, including upon exercise of any such options.

Certain Other Transactions. (a) Prior to the Second Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Anchor Investors (in a form that is reasonably satisfactory to the InvestorAnchor Investors) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Second Closing, the Investor Anchor Investors shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if both of the Closings (or the Second Closing, if the First Closing has already occurred) had occurred immediately prior to such Change in Control, including, for the avoidance of doubt, the Common Stock issuable pursuant to the Warrants. (b) In the event that, at or prior to the either Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the applicable Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor Anchor Investors at the applicable Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingOffering and the backstop commitment), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Anchor Investors at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Anchor Investors with substantially the same economic benefit from the Transaction Documents as the Investor Anchor Investors had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the any Anchor Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.15 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split reverse stock split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis). (d) The reverse stock split contemplated by this Agreement shall not occur prior to the issuance of the Warrants.

Certain Other Transactions. (a) Prior to the Second Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Purchasers (in a form that is reasonably satisfactory to the InvestorPurchasers) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Second Closing, the Investor Purchasers shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if both of the Closings (or the Second Closing, if the First Closing has already occurred) had occurred immediately prior to such Change in Control, including, for the avoidance of doubt, the Common Stock issuable pursuant to warrants to be issued pursuant to the Carlyle Investor Letter, the Anchorage Investor Letter, and the CapGen Investor Letter. (b) In the event that, at or prior to the either Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the applicable Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor Purchasers at the applicable Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingOffering and the backstop commitment), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Purchasers at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Purchasers with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor Purchasers had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the aggregate Purchase Price or any component thereofcomponent, or the aggregate percentage of shares to be purchased by the Investor, any Purchaser thereof be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.7 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents this Agreement (other than the Reverse Stock Split reverse stock split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents this Agreement to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis). (d) The reverse stock split contemplated by this Agreement shall not occur prior to the issuance of the warrants pursuant to the Carlyle Investor Letter, the Anchorage Investor Letter and the CapGen Investor Letter.

Certain Other Transactions. (a) Prior to the Second Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Purchasers (in a form that is reasonably satisfactory to the InvestorPurchasers) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Second Closing, the Investor Purchasers shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if both of the Closings (or the Second Closing, if the First Closing has already occurred) had occurred immediately prior to such Change in Control, including, for the avoidance of doubt, the Common Stock issuable pursuant to warrants to be issued pursuant to the Carlyle Investor Letter , the Anchorage Investor Letter, and the CapGen Investor Letter. (b) In the event that, at or prior to the either Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the applicable Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor Purchasers at the applicable Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingOffering and the backstop commitment), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Purchasers at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Purchasers with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor Purchasers had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the aggregate Purchase Price or any component thereofcomponent, or the aggregate percentage of shares to be purchased by the Investor, and Purchaser thereof be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.7 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents this Agreement (other than the Reverse Stock Split reverse stock split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents this Agreement to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis). (d) The reverse stock split contemplated by this Agreement shall not occur prior to the issuance of the warrants pursuant to the Carlyle Investor Letter, the Anchorage Investor Letter and the CapGen Investor Letter.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding Notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Anchor Investors (in a form that is reasonably satisfactory to the InvestorAnchor Investors) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor Anchor Investors shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then at the Anchor Investors’ option, which may be exercised in the Anchor Investors’ sole discretion, the number of shares of Common Shares Stock to be issued to the Investor Anchor Investors at the Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), Documents shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Anchor Investors at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Anchor Investors with substantially the same economic benefit from the Transaction Documents as the Investor Anchor Investors had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, thereof be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.15 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split reverse stock split and related matters) or ), (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis).

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents this Agreement to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the each Investor (in a form that is reasonably satisfactory to the such Investor) that the terms of the Transaction Documents this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the each Investor shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Company Stock that is to be purchased by such Investor pursuant to this Agreement (or such other securities or property (including cash) into which the Common Shares Company Stock that is to be purchased by Investor pursuant to this Agreement may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock Company Stock, or securities convertible or exchangeable into or exercisable for shares of Common Stock Company Stock, issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Company Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividendsCompany Stock, then the number of Common Shares shares of Company Stock to be issued to the each Investor at the Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering)price, shall be equitably adjusted and/or the shares of Common Company Stock to be issued to the such Investor at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted replaced with shares of other stock or securities or property (including cash), in each case, to provide the each Investor with substantially the same economic benefit from the Transaction Documents this Agreement as the such Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the any Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoingforegoing to the contrary, the provisions of this Section 3.14 3.5 shall not be implicated by (i) the transactions contemplated apply to any issuance or sale of any Capital Stock, or any securities, options or debt that are convertible or exchangeable into Capital Stock, issued or sold by the Transaction Documents Company in connection with: (other than the Reverse Stock Split and related mattersa) a grant to any existing or (ii) any issuances of optionsprospective directors, restricted stock units officers or other employees, consultants or service providers of the Company or any Company Subsidiary pursuant to the Company Option Plan or similar equity-based awards granted to newly-appointed directors, employees plans or consultants other compensation agreement; (b) the conversion or exchange of any securities of the Company at into Capital Stock, or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionswarrants or other rights to acquire Capital Stock; (c) any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; (d) any merger, consolidation or other business combination involving the Company or any Company Subsidiary; (e) the commencement of any public offering or any transaction or series of related transactions involving a Change in Control; (f) any subdivision of Capital Stock (by a split of Capital Stock or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization; (g) a joint venture, strategic alliance or other commercial relationship with any Person relating to the operation of the Company’s or any Company Subsidiary’s business and not for the primary purpose of raising equity capital; or (h) a purchase of Capital Stock by an employee pursuant to the Company’s employee stock purchase plan.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares (or such other securities or property (including cash) into which the Common Shares may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Investor Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor Investors at the Closing under the Transaction DocumentsTransaction, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingStock Rights), shall be equitably adjusted and/or the shares of Common Stock to be issued to the each Investor at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the each Investor with substantially the same economic benefit from the Transaction Documents as the such Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall any such adjustment change the aggregate Purchase Price or any component thereof, or change the aggregate percentage of shares to be purchased by any purchaser as specified in the Investor, Transaction Documents (which percentages are based upon the shares of Common Stock to be changed by outstanding immediately following the foregoingissue of shares of Common Stock pursuant thereto). (cb) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.13 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsDocuments.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, transaction or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of Common Shares to be issued to the Investor at the Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Warrant Offering), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.15 shall not be implicated by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such options.

Certain Other Transactions. (a) Prior to the Second Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Anchor Investors (in a form that is reasonably satisfactory to the InvestorAnchor Investors) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Second Closing, the Investor Anchor Investors shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if both of the Closings (or the Second Closing, if the First Closing has already occurred) had occurred immediately prior to such Change in Control, including, for the avoidance of doubt, the Common Stock issuable pursuant to the Warrants. (b) In the event that, at or prior to the either Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the applicable Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor Anchor Investors at the applicable Closing under the Transaction Documents, Documents together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offeringoffering and the backstop commitment), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Anchor Investors at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Anchor Investors with substantially the same economic benefit from the Transaction Documents as the Investor Anchor Investors had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereofcomponent, or the aggregate percentage of shares to be purchased by the Investor, any Anchor Investor thereof be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.15 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split reverse stock split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis). (d) The reverse stock split contemplated by this Agreement shall not occur prior to the issuance of the Warrants.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding Notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Purchasers (in a form that is reasonably satisfactory to the InvestorPurchasers) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor Purchasers shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then at the Purchasers’ option, which may be exercised in the Purchasers’ sole discretion, the number of shares of Common Shares Stock to be issued to the Investor Purchasers at the Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), this Agreement shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Purchasers at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Purchasers with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor Purchasers had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the aggregate Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, thereof be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.7 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents this Agreement (other than the Reverse Stock Split reverse stock split and related matters) or ), (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents this Agreement to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis).

Certain Other Transactions. (a) Prior to the ClosingSecond Closing (as defined in the Anchor Investment Agreement), notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor CapGen (in a form that is reasonably satisfactory to the InvestorCapGen) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor CapGen shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control, and also to acquire the Warrants and Common Stock issuable upon CapGen’s exercise of the Warrants. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor CapGen at the Closing under the Transaction DocumentsDocuments or in connection with CapGen’s backstop commitment pursuant to Section 3.18, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingOffering and the backstop commitment), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor CapGen at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor CapGen with substantially the same economic benefit from the Transaction Documents as the Investor CapGen had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall any such adjustment change the aggregate Purchase Price or any component thereof, or change the aggregate percentage of shares to be purchased by any Purchaser as specified in the Investor, Transaction Documents (which percentages are based upon the shares of Common Stock to be changed by outstanding immediately following the foregoingissue of shares of Common Stock pursuant thereto). (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.15 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split reverse stock split and related matters) or ), (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis). (d) The reverse stock split contemplated by this Agreement shall not occur prior to the issuance of warrants pursuant to the Carlyle Investor Letter, the Anchorage Investor Letter and the CapGen Investor Letter.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents this Agreement to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock that is to be purchased by the Investor pursuant to this Agreement (or such other securities or property (including cash) into which the Common Shares Stock that is to be purchased by Investor pursuant to this Agreement may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock Stock, or securities convertible or exchangeable into or exercisable for shares of Common Stock Stock, issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividendsStock, then the number of shares of Common Shares Stock to be issued to the Investor at the Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering)price, shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted replaced with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 shall not be implicated by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such options.applicable

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood doubt and agreed that, in the event that a Change in Control occurs on or prior notwithstanding any provision to the Closing, the Investor shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares (or such other securities or property (including cash) into which the Common Shares may have become exchangeable as a result of such Change contrary contained in Control), as if the Closing had occurred immediately prior to such Change in Control.this Section 11.12: (b) In the event that, at or prior to the Closing, (i) Without limiting the number provisions of shares Section 11.12(b) of Common Stock this Agreement, and notwithstanding anything otherwise to the contrary herein, this Agreement may be amended (or securities convertible amended and restated) with the written consent of the Credit Parties and the Required Lenders (A) to increase the Aggregate Commitments of the Lenders, (B) to add one or exchangeable into or exercisable more additional borrowing tranches to this Agreement and to provide for shares the ratable sharing of Common Stock issued the benefits of this Agreement and the other Loan Documents with the other then outstanding is changed as a result Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing tranche(s) and the accrued interest and fees in respect thereof and (C) to include appropriately the lenders under such additional borrowing tranches in any reclassificationdetermination of Required Lenders and/or the determination of the requisite Lenders under any other provision of this Agreement corresponding to the consent rights of the other Lenders thereunder (including, stock split (including reverse split)without limitation, stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or clauses (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment and (v) of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of Common Shares to be issued to the Investor at the Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingSection 11.12(a), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing.; and (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 shall not be implicated by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances provision of optionsthis Agreement may be amended by an agreement in writing entered into by the Credit Parties, restricted stock units the Required Lenders and the Administrative Agent (and, if their rights or other equity-based awards granted obligations are affected thereby, the LC Issuers and the Swing Line Lender) if (I) by the terms of such agreement the Commitment of each Lender not consenting to newly-appointed directorsthe amendment provided for therein shall terminate upon the effectiveness of such amendment and (II) at the time such amendment becomes effective, employees or consultants each Lender not consenting thereto receives payment in full of the Company at principal of and interest accrued on each Loan made by it and all other amounts owing to it or around accrued for its account under this Agreement (other than Contingent Obligations); (iii) any waiver, amendment or modification of this Agreement that by its terms affects the same time as rights or duties under this Agreement of the transactions contemplated Lenders under one or more tranches but not under any other tranche may be effected by an agreement or agreements in writing entered into by the Transaction Documents Borrower and the requisite percentage in interest of the affected tranche or tranches of Lenders that would be required to consent thereto under this Section 11.12 if such Persons, including tranche or tranches of Lenders were the only tranche or tranches of Lenders hereunder at the time; (iv) any Lender may agree to extend the Maturity Date applicable to its Loans and/or Commitments hereunder upon exercise the request of the Borrower and without the consent of any other Lender; and (v) the Administrative Agent and the Credit Parties shall be permitted to amend any provision of any Loan Document (and such optionsamendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision.

Certain Other Transactions. For as long as the Investor is entitled to designate two persons to be nominated for election to the Board of Directors pursuant to Section 2.1, the Company agrees that except with the prior written consent of the Investor, the Company and its Subsidiaries shall not, directly or indirectly: (a) Prior issue or sell, or authorize or propose the issuance or sale, of any capital stock of the Company, or any options, warrants or other rights (including, without limitation, any convertible or exchangeable securities) to the Closing, notwithstanding anything in the Transaction Documents to the contrary, acquire capital stock of the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents shall be fully performed other than (i) by pursuant to Options outstanding on the Company date hereof or issued pursuant to clause (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubtbelow, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares (or such other securities or property (including cash) into which the Common Shares may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of Common Shares Options to be issued to the Investor at the Closing under the Transaction Documentsofficers, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 shall not be implicated by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at pursuant to any plan or around the same time as the transactions contemplated arrangement approved by the Transaction Documents Company's shareholders, (iii) upon conversion of the Preferred Stock outstanding on the date hereof or pursuant to the Warrants, (iv) the issuance of Common Stock and other Voting Stock in an aggregate amount not to exceed (x) during any twelve month period 15% of the Total Voting Power of the Company as of the first day of such Personstwelve month period and (y) during any twenty-four month period 25% of the Total Voting Power of the Company as of the first day of such twenty-four month period, including upon exercise provided that no issuance will be made to any Person pursuant to this clause (iv) who, together with its Affiliates, to the knowledge of the Company after reasonable inquiry, would Beneficially Own securities representing 10% or more of the Total Voting Power of the Company following such issuance and (v) issuances of non-voting capital stock that does not violate the terms of the Preferred Stock; (b) declare or pay any dividends or distributions to holders of Common Stock in any fiscal quarter exceeding in the aggregate 5% of the Market Capitalization of the Company as of the first day of such options.fiscal quarter or repurchase or redeem any Common Stock except (i) repurchases and redemption of Common Stock from officers, directors, employees or consultants of the Company and its Subsidiaries Shareholder Agreement and (ii) repurchases and redemptions of Common Stock in any fiscal quarter that, when aggregated with all distributions and dividends on the Common Stock in such fiscal quarter, do not exceed 5% of the Market Capitalization of the Company as of the first day of such fiscal quarter; (c) enter into or effect any single or related series of acquisitions of businesses or assets or investments therein (including, without limitation, forming, entering into or joining any joint venture), other than money market instruments and trade receivables, pursuant to which the fair market value of the aggregate purchase price paid, or investment made, by the Company and its Subsidiaries will exceed the greater of (x) $35 million or (y) 10% of the Market Capitalization of the Company at the time the Company or its Subsidiaries enter into an agreement to effect such acquisition or investment; (d) enter into or effect any single or related series of sales, leases or other dispositions of assets having a Fair Market Value in excess of the greater of (x) $35 million or (y) 10% of the Market Capitalization of the Company at the time the Company or its Subsidiaries enter into an agreement to effect such sale, lease or other disposition; (e) incur indebtedness for borrowed money that would cause the Company's consolidated indebtedness to exceed the greater of (x) $40 million and (y) an amount equal to 30% of the Company's total capitalization; for purposes of this clause (e) "total capitalization" means the sum of consolidated shareholders equity and consolidated indebtedness;

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents this Agreement to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock that is to be purchased by the Investor pursuant to this Agreement (or such other securities or property (including cash) into which the Common Shares Stock that is to be purchased by Investor pursuant to this Agreement may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock Stock, or securities convertible or exchangeable into or exercisable for shares of Common Stock Stock, issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividendsStock, then the number of shares of Common Shares Stock to be issued to the Investor at the Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering)price, shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted replaced with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoingforegoing to the contrary, the provisions of this Section 3.14 3.5 shall not be implicated by (i) the transactions contemplated by this Agreement or the Transaction Documents (other than the Reverse Stock Split and related matters) Other Private Placements, or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents this Agreement to such Persons, including upon exercise of any such options.

Certain Other Transactions. (a) Prior to the Closing, notwithstanding anything in the Transaction Documents this Agreement to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor Anchor Investors (in a form that is reasonably satisfactory to the InvestorAnchor Investors) that the terms of this Agreement and the Transaction Documents Warrant shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor Anchor Investors shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control, including, for the avoidance of doubt, the Common Stock issuable pursuant to the Warrants. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the applicable Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividendsStock, then the number of shares of Common Shares Stock to be issued to the Investor Anchor Investors at the Closing under the Transaction Documentsthis Agreement, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering)price, shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor Anchor Investors at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor Anchor Investors with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor Anchor Investors had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the any Anchor Investor, be changed by the foregoing. (c) In the event that, at or prior to the Closing, there occurs any distribution, issuance or other transaction that would result in any adjustment or give rise to any right under Section 13 of the Warrant if the applicable transaction were to occur after the Closing, then at the Anchor Investors’ option, which may be exercised in the Anchor Investors’ sole discretion, the form of the Warrant shall be amended, automatically and without action on the part of the parties to this Agreement, to reflect any adjustment to or right in respect of (x) the Exercise Price (as defined in the Warrant) and (y) the amount and nature of shares of stock or other securities or property (including cash) that a warrantholder would receive upon the exercise of the Warrant, in each case, that would be effected or created in accordance with Section 13 of the Warrant as if the Warrant had been issued to the Anchor Investors on the date of this Agreement and were in effect at the time of the applicable transaction. In connection with such amendment, all references to the Warrant in this Agreement shall be conformed, automatically and without action on the part of the parties to this Agreement; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall the Purchase Price or any component thereof be changed by the foregoing. (d) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 4.14 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsOther Private Placements.

Certain Other Transactions. For as long as the Investor is entitled to designate two persons to be nominated for election to the Board of Directors pursuant to Section 2.1, the Company agrees that except with the prior written consent of the Investor, the Company and its Subsidiaries shall not, directly or indirectly: (a) Prior issue or sell, or authorize or propose the issuance or sale, of any capital stock of the Company, or any options, warrants or other rights (including, without limitation, any convertible or exchangeable securities) to the Closing, notwithstanding anything in the Transaction Documents to the contrary, acquire capital stock of the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents shall be fully performed other than (i) by pursuant to Options outstanding on the Company date hereof or issued pursuant to clause (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubtbelow, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares (or such other securities or property (including cash) into which the Common Shares may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of Common Shares Options to be issued to the Investor at the Closing under the Transaction Documentsofficers, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents as the Investor had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, be changed by the foregoing. (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 shall not be implicated by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at pursuant to any plan or around the same time as the transactions contemplated arrangement approved by the Transaction Documents Company's shareholders, (iii) upon conversion of the Preferred Stock outstanding on the date hereof or pursuant to the Warrants, (iv) the issuance of Common Stock and other Voting Stock in an aggregate amount not to exceed (x) during any twelve month period 15% of the Total Voting Power of the Company as of the first day of such Personstwelve month period and (y) during any twenty-four month period 25% of the Total Voting Power of the Company as of the first day of such twenty-four month period, including upon exercise provided that no issuance will be made to any Person pursuant to this clause (iv) who, together with its Affiliates, to the knowledge of the Company after reasonable inquiry, would Beneficially Own securities representing 10% or more of the Total Voting Power of the Company following such issuance and (v) issuances of non-voting capital stock that does not violate the terms of the Preferred Stock; (b) declare or pay any dividends or distributions to holders of Common Stock in any fiscal quarter exceeding in the aggregate 5% of the Market Capitalization of the Company as of the first day of such options.fiscal quarter or repurchase or redeem any Common Stock except (i) repurchases and redemption of Common Stock from officers, directors, employees or consultants of the Company and its Subsidiaries and (ii) repurchases and redemptions of Common Stock in any fiscal quarter that, when aggregated with all distributions and dividends on the Common Stock in such fiscal quarter, do not exceed 5% of the Market Capitalization of the Company as of the first day of such fiscal quarter; (c) enter into or effect any single or related series of acquisitions of businesses or assets or investments therein (including, without limitation, forming, entering into or joining any joint venture), other than money market instruments and trade receivables, pursuant to which the fair market value of the aggregate purchase price paid, or investment made, by the Company and its Subsidiaries will exceed the greater of (x) $35 million or (y) 10% of the Market Capitalization of the Company at the time the Company or its Subsidiaries enter into an agreement to effect such acquisition or investment; (d) enter into or effect any single or related series of sales, leases or other dispositions of assets having a Fair Market Value in excess of the greater of (x) $35 million or (y) 10% of the Market Capitalization of the Company at the time the Company or its Subsidiaries enter into an agreement to effect such sale, lease or other disposition; (e) incur indebtedness for borrowed money that would cause the Company's consolidated indebtedness to exceed the greater of (x) $40 million and (y) an amount equal to 30% of the Company's total capitalization; for purposes of this clause (e) "total capitalization" means the sum of consolidated shareholders equity and consolidated indebtedness;

Certain Other Transactions. (a) Prior to the ClosingSecond Closing (as defined in the Anchor Investment Agreement), notwithstanding anything in the Transaction Documents to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor CapGen (in a form that is reasonably satisfactory to the InvestorCapGen) that the terms of the Transaction Documents shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor CapGen shall maintain the right under the Transaction Documents to acquire, pursuant to the terms and conditions of the Transaction Documents, the Common Shares Stock (or such other securities or property (including cash) into which the Common Shares Stock may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control, and also to acquire the Warrants and Common Stock issuable upon CapGen’s exercise of the Warrants. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transaction, including the Reverse Stock Split, or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividends, then the number of shares of Common Shares Stock to be issued to the Investor CapGen at the Closing under the Transaction DocumentsDocuments or in connection with CapGen’s backstop commitment pursuant to Section 3.18, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights OfferingOffering and the backstop commitment), shall be equitably adjusted and/or the shares of Common Stock to be issued to the Investor CapGen at the applicable Closing under the Transaction Documents shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor CapGen with substantially the same economic benefit from the Transaction Documents as the Investor CapGen had prior to the applicable transaction. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall any such adjustment change the aggregate Purchase Price or any component thereof, or change the aggregate percentage of shares to be purchased by any Purchaser as specified in the Investor, Transaction Documents (which percentages are based upon the shares of Common Stock to be changed by outstanding immediately following the foregoingissue of shares of Common Stock pursuant thereto). (c) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 3.15 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents (other than the Reverse Stock Split reverse stock split and related matters) or (ii) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by the Transaction Documents to such Persons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the Capital Stock of the Company on a fully-diluted basis). (d) The reverse stock split contemplated by this Agreement shall not occur prior to the issuance of warrants pursuant to the Carlyle Investor Letter, the Anchorage Investor Letter and the CapGen Investor Letter.

Certain Other Transactions. (a) Prior to During the one-year period following the Closing, notwithstanding anything in the Transaction Documents this Agreement to the contrary, the Company shall not directly or indirectly effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Investor (in a form that is reasonably satisfactory to the Investor) that the terms of the Transaction Documents this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect Subsidiarysubsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Investor shall maintain the right under the Transaction Documents this Agreement to acquire, pursuant to the terms and conditions of the Transaction Documentsthis Agreement, the Common Shares Securities (or such shares of stock or other securities or property (including cash) into which the Common Shares Securities may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. (b) In the event that, at or prior to the Closing, (i) the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding as of the Acceptance Date is changed as a result of any reclassification, stock split (including reverse split), stock dividend or distribution (including any dividend or distribution of securities convertible or exchangeable into or exercisable for shares of Common Stock), merger, tender or exchange offer or other similar transactiontransaction (other than the TARP Exchange, including the Reverse Stock SplitTHL Investment, the WP Investment or the Other Private Placements), or (ii) the Company fixes a record date that is at or prior to the Closing Date for the payment of any non-stock dividend or distribution on the Common Stock other than any ordinary cash dividendsOrdinary Cash Dividends, then the number of shares of Common Shares Stock and Series D Stock to be issued to the Investor at the Closing under the Transaction Documents, together with the applicable implied per share price (and the number of shares and per share price pursuant to the Rights Offering), this Agreement shall be equitably adjusted and/or the shares of Common Stock and Series D Stock to be issued to the Investor at the applicable Closing under the Transaction Documents this Agreement shall be equitably substituted with shares of other stock or securities or property (including cash), in each case, to provide the Investor with substantially the same economic benefit from the Transaction Documents this Agreement as the Investor had prior to the applicable transactiontransaction as determined in good faith by the Company’s Board of Directors. Notwithstanding anything in the Transaction Documents this Agreement to the contrary, in no event shall the Purchase Price or any component thereof, or the aggregate percentage of shares to be purchased by the Investor, thereof be changed by the foregoing. (c) In the event that, at or prior to the Closing, there occurs any distribution, issuance or other transaction that would result in any adjustment or give rise to any right under Section 7 of the Series D Stock Articles of Amendment if the applicable transaction were to occur after the Closing, then the form of the Series D Stock Articles of Amendment shall be amended, automatically and without action on the part of the parties to this Agreement, to reflect any adjustment to or right in respect of (x) the Conversion Rate (as defined in the Series D Stock Articles of Amendment) and (y) the amount and nature of shares of stock or other securities or property (including cash) that a holder of Series D Stock would receive upon the conversion of the Series D Stock Articles of Amendment, in each case, that would be effected or created in accordance with Section 7 of the Series D Stock Articles of Amendment as if the Series D Stock Articles of Amendment had been issued to the Investor on the date of this Agreement and were in effect at the time of the applicable transaction. In connection with such amendment, all references to the Series D Stock Articles of Amendment in this Agreement shall be conformed, automatically and without action on the part of the parties to this Agreement; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall the Purchase Price or any component thereof be changed by the foregoing. (d) Notwithstanding anything in the foregoing, the provisions of this Section 3.14 4.13 shall not be implicated triggered by (i) the transactions contemplated by the Transaction Documents Other Private Placements, (other than ii) the Reverse transactions contemplated by the TARP Exchange, (iii) any issuances of shares of the Series E Stock Split and related mattersor Common Stock under the terms of the Shareholder Rights Plan (including upon exercise of Rights (as defined in the Shareholder Rights Plan) issued pursuant thereto), or (iiiv) any issuances of options, restricted stock units or other equity-based awards granted to newly-appointed directors, employees or consultants of the Company at or around the same time as the transactions contemplated by Investment, the Transaction Documents THL Investment, the WP Investment, the Other Private Placements and the TARP Exchange, or the issuance of Common Stock to such Personspersons, including upon exercise of any such optionsoptions (not to exceed 2.5% of the capital stock of the Company on a fully-diluted basis).