Common use of Reset Clause in Contracts

Reset. (i) On a Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination for such Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(f), the number of Warrant Shares issuable hereunder will be increased to a number of Warrant Shares equal to (x) the quotient of (1) the aggregate Exercise Price on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued upon exercise of this Warrant (but, in the case of a an “alternative cashless exercise” less only the number of Warrant Shares surrendered) (such increased number of Warrant Shares, the “Reset Share Amount”). (ii) If a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f); provided, however, any such exercise of this Warrant during the Reset Period shall not reduce or otherwise affect the calculation required by Section 3(f)(i) and the Reset Share Amount shall be calculated without regard to any exercises during the Reset Period.

Reset. (i) On a the Reset Date, the Exercise Price shall be adjusted to equal the lower lowest of (i) the Exercise Price then in effect and effect, (ii) the Reset Price determined as of the date of determination for such and (iii) the lowest VWAP during the period commencing five (5) consecutive Trading Days immediately preceding the Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(f3(j), the number of Warrant Shares issuable hereunder will shall be increased to a number of Warrant Shares equal to (x) the quotient of (1) such that the aggregate Exercise Price of this Warrant on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued upon exercise of this Warrant (butthen outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, in the case of a an “alternative cashless exercise” less only the number of Warrant Shares surrendered) (such increased number of Warrant Shares, the “Reset Share Amount”). (ii) If if a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f3(j); provided. For the avoidance of doubt, however, any such exercise following the calculation of this Warrant during the Reset Period shall not reduce or otherwise affect Price pursuant to this Section 3(j), the calculation required by Section 3(f)(i) and the Reset Share Amount Company’s obligations with regard to such exercised Warrants shall be calculated without regard deemed satisfied and no additional Reset Price shall apply to any exercises during the Reset Periodsuch exercised Warrants.

Reset. On the 11th Trading Day following each of (i) On the later of (A) the Shareholder Approval Date and (B) the Effective Date and (ii) each subsequent date that a Registration Statement is declared effective by the Commission (or any subsequent dates that clauses (b) through (c) of the definition of Effective Date would otherwise apply to any unregistered Registrable Securities), if any (each such Trading Day, a “Reset Date”), the Exercise Price shall be adjusted reduced (but in no event increased) to equal the lower lowest of (i) the Exercise Price then in effect and (ii) the greater of (Y) the Floor Price and (Z) the lowest VWAP during the 10 Trading Days immediately prior to the applicable Reset Price determined as of Date (each such price the date of determination for “Reset Price” and each such period, a “Reset DatePeriod”). Upon such reset of the Exercise Price pursuant to this Section 3(f3(g), the number of Warrant Shares issuable hereunder will shall be increased to a number of Warrant Shares equal to (x) the quotient of (1) such that the aggregate Exercise Price of this Warrant on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued upon exercise of this Warrant (butthen outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, in the case of a an “alternative cashless exercise” less only the number of Warrant Shares surrendered) (such increased number of Warrant Shares, the “Reset Share Amount”). (ii) If if a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the a Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f3(g); provided. For the avoidance of doubt, however, any such exercise following the calculation of this Warrant during the Reset Period shall not reduce or otherwise affect Price pursuant to this Section 3(g), the calculation required by Section 3(f)(i) and the Reset Share Amount Company’s obligations with regard to such exercised Warrants shall be calculated without regard deemed satisfied and no additional Reset Price shall apply to any exercises during the Reset Periodsuch exercised Warrants.

Reset. On the Reset Date (i) On a Reset Dateas such term is defined in the Series B Warrants), the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination for such Reset Datedetermination. Upon such reset of the Exercise Price pursuant to this Section 3(f2(d), the number of Warrant Shares issuable hereunder will immediately prior to such reset shall be increased adjusted to a the number of Warrant Common Shares equal to (x) determined by multiplying the quotient of (1) the aggregate Exercise Price on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied then in effect at issuance by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued acquirable upon exercise of this Warrant (but, in immediately prior to such reset and dividing the case of a an “alternative cashless exercise” less only product thereof by the number of Warrant Shares surrendered) (Exercise Price resulting from such increased number of Warrant Shares, the “Reset Share Amount”)reset. (iii) If Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period (as such term is defined in the Series B Warrants) shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f2(d); provided. For the avoidance of doubt, however, any such exercise following the calculation of this Warrant during the Reset Period Price and Reset Share Amount pursuant to this Section 2(d)(i), the Company’s obligations with regard to such exercised Warrants shall not reduce or otherwise affect the calculation required by Section 3(f)(i) be deemed satisfied and the no additional Reset Price and Reset Share Amount shall be calculated without regard apply to any exercises during the Reset Periodsuch exercised Warrants.

Reset. On the Reset Date (ias such term is defined in the Series B Warrants) On a Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination for such Reset DatePrice. Upon such reset of the Exercise Price pursuant to this Section 3(f2(d), the number of Warrant Shares issuable hereunder will immediately prior to such reset shall be increased adjusted to a the number of Warrant Common Shares equal to (x) determined by multiplying the quotient of (1) the aggregate Exercise Price on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied then in effect at issuance by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued acquirable upon exercise of this Warrant (but, in immediately prior to such reset and dividing the case of a an “alternative cashless exercise” less only product thereof by the number of Warrant Shares surrendered) (Exercise Price resulting from such increased number of Warrant Shares, the “Reset Share Amount”)reset. (iii) If Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period (as such term is defined in the Series B Warrants) shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f2(d); provided. For the avoidance of doubt, however, any such exercise following the calculation of this Warrant during the Reset Period Price and Reset Share Amount pursuant to this Section 2(d)(i), the Company’s obligations with regard to such exercised Warrants shall not reduce or otherwise affect the calculation required by Section 3(f)(i) be deemed satisfied and the no additional Reset Price and Reset Share Amount shall be calculated without regard apply to any exercises during the Reset Periodsuch exercised Warrants.

Reset. On the Reset Date (ias such term is defined in the Series B Warrants) On a Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination for such Reset Datedetermination. Upon such reset of the Exercise Price pursuant to this Section 3(f2(d), the number of Warrant Shares issuable hereunder will immediately prior to such reset shall be increased adjusted to a the number of Warrant Common Shares equal to (x) determined by multiplying the quotient of (1) the aggregate Exercise Price on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied then in effect at issuance by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued acquirable upon exercise of this Warrant (but, in immediately prior to such reset and dividing the case of a an “alternative cashless exercise” less only product thereof by the number of Warrant Shares surrendered) (Exercise Price resulting from such increased number of Warrant Shares, the “Reset Share Amount”)reset. (iii) If Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period (as such term is defined in the Series B Warrants) shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, Date and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f2(d); provided. For the avoidance of doubt, however, any such exercise following the calculation of this Warrant during the Reset Period Price and Reset Share Amount pursuant to this Section 2(d)(i), the Company’s obligations with regard to such exercised Warrants shall not reduce or otherwise affect the calculation required by Section 3(f)(i) be deemed satisfied and the no additional Reset Price and Reset Share Amount shall be calculated without regard apply to any exercises during the Reset Periodsuch exercised Warrants.

Reset. (ia) On If, from the date hereof until the date that is nine months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”), then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the Exercise Price second business day following the later of (x) the average price calculation specified below in this Section 3.6 and (y) the shareholder approval specified below in this Section 3.6, if and as applicable), the Company shall be adjusted make a payment to each Purchaser (the “Reset Payment”), equal to the lower product of (i) an amount equal to (z) the Exercise Reference Purchase Price then in effect and minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Purchaser pursuant to Article I (including, (1) if any Warrant has been exercised by such Purchaser prior to such date, the aggregate exercise price paid by such Purchaser for the Warrant shares and (2) if any Warrant has been exchanged for Convertible Preferred Stock by such Purchaser prior to such date, the value of such Warrant as calculated pursuant to the terms of the Warrant in respect of such exchange), grossed up as required to compensate each Purchaser for any diminution in value in the Shares and Warrants resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Purchaser by delivering to such Purchaser shares of Common Stock valued at the lower of the Market Price determined of a share of Common Stock as of the date of determination for such Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(f), the number of Warrant Shares issuable hereunder will be increased to a number of Warrant Shares equal to (x) the quotient of last trading day prior to the date on which this payment occurs or (1y) the aggregate Exercise Price on first date of the announcement of the Reset Issuance Date or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but solely to the extent that any such issuance of shares of Common Stock would not result in (e.g.A) such Purchaser owning or being deemed for applicable regulatory purposes to own 25% or more of the voting securities of the Company (or the surviving corporation resulting from such Triggering Fundamental Change), (B) unless the Office of Thrift Supervision (the “OTS”) shall have issued a written acceptance of a rebuttal of control submission by such Purchaser pursuant to 12 C.F.R. §574.4(e), such Purchaser owning or being deemed for applicable regulatory purposes to won 10% or more of the total number of Ordinary Shares for which this Warrant is exercisable multiplied by voting securities of the Exercise Price) of this Warrant Company Common Stock then outstanding (without, for or the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (isurviving corporation resulting from such Triggering Fundamental Change) or (ii), as applicable less (yC) the number Company failing to comply with applicable New York Stock Exchange requirements or the requirement of Warrant Shares previously issued upon exercise of this Warrant any other Governmental Entity (butprovided that, in the case of a an “alternative cashless exercise” less only the number of Warrant Shares surrendered) this clause (such increased number of Warrant SharesC), the “Reset Share Amount”Company shall, at its election, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and the Company’s payment obligation pursuant hereto shall be postponed until such time as such shareholder approval shall have been obtained or denied). (iib) If a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion For purposes of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f); provided, however, any such exercise of this Warrant during the Reset Period shall not reduce or otherwise affect the calculation required by Section 3(f)(i) and the Reset Share Amount shall be calculated without regard to any exercises during the Reset Period.3.6:

Reset. On the seventh (i7th) On a calendar day after the Initial Exercise Date (the “Reset Date”), the Exercise Price for this Warrant shall be adjusted to equal 22% of the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d)), which is the lower of (i) the Exercise Price then in effect and official closing price of the Ordinary Shares as reported on the ▇▇▇▇▇▇.▇▇▇ immediately preceding the signing of the Purchase Agreement; or (ii) the Reset Price determined average official closing price for the five trading days as reported on ▇▇▇▇▇▇.▇▇▇ immediately preceding the signing of the date of determination for such Reset DatePurchase Agreement (the “Reference Price”). Upon such reset of the Exercise Price pursuant to this Section 3(f3(h), the number of Warrant Shares issuable hereunder will immediately prior to such reset shall be increased adjusted to a number of Warrant Shares equal to (x) the quotient of (1) the aggregate Exercise Price on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied determined by multiplying the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) Price then in effect at issuance by the number of Warrant Shares previously issued acquirable upon exercise of this Warrant (but, in immediately prior to such reset and dividing the case of a an “alternative cashless exercise” less only product thereof by the number of Warrant Shares surrendered) (Exercise Price resulting from such increased number of Warrant Shares, the “Reset Share Amount”)reset. (ii) If a. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, and (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, and (c) the applicable Reset Reference Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f3(h); provided. For the avoidance of doubt, however, any such exercise of this Warrant during the Reset Period shall not reduce or otherwise affect following the calculation required by of the Reference Price pursuant to this Section 3(f)(i) and 3(h)(i), the Reset Share Amount Company’s obligations with regard to such exercised Warrants shall be calculated without regard deemed satisfied and no additional Reference Price shall apply to any exercises during the Reset Periodsuch exercised Warrants.