Common use of Restatements Clause in Contracts

Restatements. (i) If a Restatement occurs on or before the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off"), then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock pursuant to clause (i) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differ.

Restatements. (ia) If a Restatement occurs at any time following any Later Investment Closing Date or the closing of any exercise of a Warrant, the Company shall: (i) deliver to Purchaser and each Holder (as defined in each such Warrant) a written notice in the form attached hereto as Annex D (a "Restatement Notice") within three (3) Business Days of each Restatement, stating the date on which a Restatement has occurred and including the documents in which the Restatement was publicly disclosed; and (ii) promptly following receipt of a Restatement Adjustment Notice in respect of any Restatement that occurs on or before the date first anniversary of one or more Later Investment Closing Dates or Warrant exercises, (A) issue and deliver a number of shares of Common Stock to Purchaser equal to the positive difference, if any, with respect to each such Closing Date and each such closing of any exercise of each such Warrant, between (x) the quotient of (1) the Investment Amount with respect to such Initial Investment, Later Investment or such Warrant exercise closing divided by (2) the Restatement Price (as defined below) and (y) the number of shares of Common Stock issued on such Closing Date or such Warrant exercise closing, (B) the Warrant Price shall be reduced as set forth in each Warrant, and (C) the Later Investment Price for each subsequent Later Investment shall equal the lesser of the Restatement Price and the Later Investment Price that is sixty days following would otherwise apply, subject to further adjustment as provided herein. (b) At any time after the effective date of the first Registration Statement filed pursuant Restatement and before the Restatement Adjustment Notice Deadline, Purchaser may deliver a notice in the form attached hereto as Annex E (a "Restatement Adjustment Notice") to the provisions of Section 4(a) to be declared effective Company specifying the Restatement Date (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off"as defined below), then Alloy shall issue to Investorthe Restatement Price (as defined below), within three Business Days of and calculating the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) required to be declared effective (provided that if issued by the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject Company to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock Purchaser pursuant to clause (ia) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differthis Section 12.

Restatements. (ia) If a Restatement occurs at any time following the Closing Date or the closing of any exercise of a Warrant: (i) the Company shall deliver to Purchaser and each Holder (as defined in the Warrant) a written notice in the form attached hereto as Annex B (a "Restatement Notice") within three (3) Business Days of each Restatement, stating the date on which a Restatement has occurred and including the documents in which the Restatement was publicly disclosed; (ii) promptly following receipt of a Restatement Adjustment Notice in respect of any Restatement that occurs on or before the date that is sixty days following first anniversary of the effective Closing Date or one or more Warrant exercises, (A) the Company shall issue and deliver a number of shares of Common Stock to Purchaser (or with respect to such Warrant exercise, to the Holder at the time of such exercise) equal to the positive difference, if any, with respect to the Closing Date and each such closing of any exercise of the Warrant, between (x) the quotient of (1) the Investment Amount with respect to the Investment or such Warrant exercise closing divided by (2) the Restatement Price (as defined below) and (y) the number of shares of Common Stock issued on the Closing Date or such Warrant exercise closing then owned by the Purchaser (for purposes of determining which shares relate to which of the Closing Date or which Warrant exercise closing, where the shares cannot be readily traced because held in uncertificated form or otherwise, Purchaser shall notify the Company of such allocation in the Restatement Adjustment Notice), and (B) the Warrant Price shall be reduced in the Holder's (as defined in the Warrant) sole discretion with respect to one or more exercises of the Warrant, to equal the lesser of (a) the Warrant Price calculated without regard to such Restatement Adjustment Notice and (b) the Restatement Price specified in such Restatement Adjustment Notice. (b) At any time after the date of the first Registration Statement filed pursuant Restatement and before the Restatement Adjustment Notice Deadline, Purchaser may deliver a notice in the form attached hereto as Annex C (a "Restatement Adjustment Notice") to the provisions of Section 4(a) to be declared effective Company specifying the Restatement Date (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off"as defined below), then Alloy shall issue to Investorthe Restatement Price (as defined below), within three Business Days of and calculating the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) required to be declared effective (provided that if issued by the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject Company to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock Purchaser pursuant to clause (ia) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differthis Section 12.

Restatements. (ia) If a Restatement occurs on or before (as defined below) occurs, the date that is sixty days following the effective date of the first Registration Statement filed pursuant Company shall: (i) deliver to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off"), then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers ▇▇▇▇▇▇▇▇ a written notice to Alloy electing one of the time periods specified in clause (aaa “Restatement Notice”) or within two (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (52) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance ; (ii) if any of additional the Series B Preferred Shares has been converted or redeemed for shares of Common Stock pursuant within sixty (60) Business Days prior to clause the date of the Restatement Notice, the Company shall promptly issue, and deliver certificates to ▇▇▇▇▇▇▇▇ representing, an additional number of shares of Common Stock equal to (iA) or (ii) above the positive difference, if any, with respect to each series of Series B Preferred Shares, between (x) the number of shares that would have been issued had the Conversion Price with respect to such series been equal to the Restatement Conversion Price or had the Redemption Price with respect to such series been equal to the Restatement Redemption Price, as applicable, and (y) the number of shares of Common Stock issued upon conversion or redemption, as applicable, of such Series B Preferred Shares multiplied by (B) the quotient (which shall not be greater than one (1)) of (I) the number of shares of Common Stock owned by ▇▇▇▇▇▇▇▇ and its affiliates on the Restatement Date divided by (II) the number of shares of Common Stock issued upon conversion or redemption, as applicable, of such Series B Preferred Shares; and (iii) if a Restatement occurs on or before the first anniversary of the Initial Closing Date or any announcement of an intention to restate and Subsequent Closing Date, each Conversion Price, if any, that is greater than the subsequent related filing of restated financial statements Restatement Conversion Price, shall be permitted, so long as immediately reduced to the content of such announcement and of such subsequent related filing shall not materially differRestatement Conversion Price.

Restatements. (ia) Upon any Restatement, the Conversion Price and Redemption Price shall automatically be reduced to equal the lesser of (A) the Conversion Price or Redemption Price, as applicable, as then in effect and (B) the Restatement Price. (b) If a Restatement occurs on or before occurs: (i) Company shall deliver to ▇▇▇▇▇▇▇▇ a written notice (a "Restatement Notice") in substantially the form and substance attached hereto as Annex G, within three (3) Business Days of such Restatement, stating the date that is sixty days on which such Restatement has occurred and including the documents in which such Restatement was publicly disclosed; and (ii) Promptly, and in any case within three (3) Business Days, following receipt of a Restatement Adjustment Notice, Company shall issue and deliver a number of shares of Common Stock to ▇▇▇▇▇▇▇▇ equal to the effective positive difference, if any, with respect to each Common Share held by ▇▇▇▇▇▇▇▇ between (A) the quotient of (x) the aggregate Conversion Price and Redemption Price deemed paid by ▇▇▇▇▇▇▇▇ in connection with all prior conversions or redemptions of Preferred Shares and the Daily Market Price of all Common Shares previously issued as a dividend on Preferred Shares as of the applicable dividend dates, divided by (y) the Restatement Price and (B) the number of shares of Common Stock actually issued to ▇▇▇▇▇▇▇▇ in connection with such conversions, redemptions and dividends. (c) At any time after the date of the first Registration Statement filed pursuant to Restatement and before the provisions of Section 4(aRestatement Adjustment Notice Deadline, ▇▇▇▇▇▇▇▇ may deliver a notice in the form attached hereto as Annex H (a "Restatement Adjustment Notice") to be declared effective (provided that if Company specifying the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day periodRestatement Date, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off")Restatement Price, then Alloy shall issue to Investor, within three Business Days of and calculating the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) required to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended issued by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject Company to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock ▇▇▇▇▇▇▇▇ pursuant to clause (ib)(ii) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differthis Section 9.

Restatements. (ia) If a Restatement (as defined below) occurs on or before the first year anniversary of one or more Closing Dates or the closing of any exercise of the Warrant, the Company shall: (i) deliver to Purchaser and each Holder (as defined in the Warrant) a written notice in the form attached hereto as Annex D (a “Restatement Notice”) within three (3) Business Days of each Restatement, stating the date that is sixty days on which a Restatement has occurred and including the documents in which the Restatement was publicly disclosed; and (ii) promptly following receipt of a Restatement Adjustment Notice, (A) issue and deliver a number of shares of Common Stock to Purchaser equal to the effective positive difference, if any, with respect to each such Closing Date and each such closing of any exercise of the Warrant, between (x) the quotient of (1) the Investment Amount with respect to such Initial Investment, Later Investment or such Warrant exercise closing divided by (2) the Restatement Price (as defined below) and (y) the number of shares of Common Stock issued on such Closing Date and (B) the Exercise Price (as defined in the Warrant) shall be reduced as set forth in the Warrant. (b) At any time after the date of the first Registration Statement filed pursuant Restatement and before the Restatement Adjustment Notice Deadline, Purchaser may deliver a notice in the form attached hereto as Annex E (a “Restatement Adjustment Notice”) to the provisions of Section 4(a) to be declared effective (provided that if Company specifying the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day periodRestatement Date, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off")Restatement Price, then Alloy shall issue to Investor, within three Business Days of and calculating the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) required to be declared effective (provided that if issued by the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject Company to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock Purchaser pursuant to clause (ia) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differthis Section 12.

Restatements. (ia) Upon any Restatement, the Warrant Price (as defined in the Warrant) shall automatically be reduced to equal the lesser of (A) the Warrant Price as then in effect and (B) the Restatement Price. (b) If a Restatement occurs on or before the first (1st) anniversary of a Diluted Investment Closing: (i) Company shall deliver to ▇▇▇▇▇▇▇▇ a written notice (a "Restatement Notice") in substantially the form and substance attached hereto as Annex H, within three (3) Business Days of such Restatement, stating the date that is sixty days on which such Restatement has occurred and including the documents in which such Restatement was publicly disclosed; and (ii) Promptly, and in any case within three (3) Business Days, following receipt of a Restatement Adjustment Notice, Company shall issue and deliver a number of shares of Common Stock to ▇▇▇▇▇▇▇▇ equal to the effective positive difference, if any, with respect to each such Diluted Investment Closing between (A) the quotient of (x) the aggregate purchase price or aggregate exercise price paid (or deemed to have been paid in the case of a Share Quarterly Payment or Cashless Exercise (as defined in the Warrant)) by ▇▇▇▇▇▇▇▇ with respect to such Diluted Investment Closing divided by (y) the Restatement Price and (B) the number of shares of Common Stock actually issued to ▇▇▇▇▇▇▇▇ at such Diluted Investment Closing. (c) At any time after the date of the first Registration Statement filed pursuant to Restatement and before the provisions of Section 4(aRestatement Adjustment Notice Deadline, ▇▇▇▇▇▇▇▇ may deliver a notice in the form attached hereto as Annex I (a "Restatement Adjustment Notice") to be declared effective (provided that if Company specifying the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day periodRestatement Date, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off")Restatement Price, then Alloy shall issue to Investor, within three Business Days of and calculating the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) required to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended issued by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject Company to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock ▇▇▇▇▇▇▇▇ pursuant to clause (ib)(ii) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differthis Section 10.

Restatements. (ia) Upon any Restatement, the Warrant Price (as defined in the Warrant) shall automatically be reduced to equal the lesser of (A) the Warrant Price as then in effect and (B) the Restatement Price. (b) If a Restatement occurs on or before the first (1st) anniversary of a Diluted Investment Closing: (i) Company shall deliver to Purchaser a written notice (a "Restatement Notice") in substantially the form and substance attached hereto as Annex F, within three (3) Business Days of such Restatement, stating the date that is sixty days on which such Restatement has occurred and including the documents in which such Restatement was publicly disclosed; and (ii) Promptly, and in any case within three (3) Business Days, following receipt of a Restatement Adjustment Notice, Company shall issue and deliver a number of shares of Common Stock to Purchaser equal to the effective positive difference, if any, with respect to each such Diluted Investment Closing between (A) the quotient of (x) the aggregate purchase price or aggregate exercise price paid (or deemed to have been paid in the case of a Share Quarterly Payment or Cashless Exercise (as defined in the Warrant)) by Purchaser with respect to such Diluted Investment Closing divided by (y) the Restatement Price and (B) the number of shares of Common Stock actually issued to Purchaser at such Diluted Investment Closing. (c) At any time after the date of the first Registration Statement filed pursuant to Restatement and before the provisions of Section 4(aRestatement Adjustment Notice Deadline, Purchaser may deliver a notice in the form attached hereto as Annex G (a "Restatement Adjustment Notice") to be declared effective (provided that if Company specifying the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day periodRestatement Date, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off")Restatement Price, then Alloy shall issue to Investor, within three Business Days of and calculating the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares. (ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) required to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended issued by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject Company to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on the date that Investor delivers notice to Alloy as is required above multiplied by (B) (i) the Average Price calculated as of ten Business Days before and excluding the Restatement Date minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii) above. In no event shall the number of shares of Common Stock issuable under this Section 7(b)(ii) exceed the number of shares of Common Stock purchased under this Agreement or under the Warrant and held by Investor and its affiliates on such Restatement Date. (iii) Alloy shall deliver to Investor a written notice within five (5) Business Days of each Restatement, (a) stating the date on which a Restatement has occurred and (b) including the documents in which the Restatement was publicly disclosed. Only one issuance of additional shares of Common Stock Purchaser pursuant to clause (ib)(ii) or (ii) above with respect to any announcement of an intention to restate and the subsequent related filing of restated financial statements shall be permitted, so long as the content of such announcement and of such subsequent related filing shall not materially differthis Section 10.