Common use of Warrant Amendment Clause in Contracts

Warrant Amendment. (a) Effective upon the Closing, the first paragraph of Section 2(b) of the Warrant shall be amended and restated as follows: “If and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the lower of (y) $1.12 (subject to adjustment for stock splits, stock dividends, recapitalizations or similar transactions) or (z) the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale) (such lower price is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For purposes of determining the adjusted Exercise Price under this Section 2(b), the following shall be applicable:” (b) In furtherance of the foregoing, the Seller shall, promptly following the Closing Date, tender and surrender the original Warrant to the Company for cancellation and the Company shall, promptly following receipt of such original Warrant, execute and deliver to the Seller a new Warrant reflecting the amendment set forth in Section 4(a).