Severance Plan Adjustment. In the event that your employment with the Company terminates pursuant to paragraph 11 or 15, and, at the time of your termination of employment there is in effect a Company severance plan (a “Severance Plan”) for which you are eligible to participate or would have been eligible to participate but for your having entered into this Agreement or being a Specified Employee and which provides for severance compensation that is greater than the amounts to which you are entitled under paragraphs 11(c)(i) and 11(c)(ii) or paragraph 15, then the amounts of your severance compensation under this Agreement shall automatically be adjusted to equal those that would have been provided to you under the Severance Plan; provided that to the extent you were entitled to any amounts under this Agreement, the time and form of such amounts shall not be adjusted. For the avoidance of doubt, any payment entitlement pursuant to this paragraph 16 is in lieu of, and not in addition to, any severance compensation to which you may otherwise be entitled under this Agreement. Notwithstanding any adjustment to the amount of your entitlements pursuant to this paragraph 16, all other provisions of this Agreement shall remain in effect, including, without limitation, paragraphs 6, 7, 8 and 9.

Notice of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant, the Company shall give written notice thereof, by first class mail postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall be signed by the Company’s chief financial officer and shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Post-Closing Adjustment. The AR/AP Statement and the Net Adjustment Amount shall be subject to a post-Closing true-up mechanism pursuant to the terms and provisions of Exhibit F.

Adjustment in Capitalization. In the event of any change in the outstanding shares of Stock that occurs after ratification of the Plan by the stockholders of the Company by reason of a Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, the aggregate number of shares of Stock available for issuance under Section 5(a), subject to each outstanding Award and the other terms thereof, and the limitations set forth in Section 5(c), shall be adjusted appropriately by the number of shares, kind of shares or other consideration subject to such Awards as the Committee determines, which determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

Notice of Adjustment. Whenever the Corporation shall take any action resulting in any adjustment provided for in this Section, the Corporation shall forthwith deliver notice of such action to each optionee, which notice shall set forth the number of shares subject to the option and the exercise price thereof resulting from such adjustment.

Exceptions to Adjustment. Notwithstanding the provisions of Section 5.3, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance.

Adjustment of Awards. The number of hypothetical shares of Common Stock subject to the Award shall be subject to adjustment in accordance with the Plan.

Manner of Adjustment. Adjustments made by the Committee pursuant to this [Article XIII] to outstanding Awards shall be made as appropriate to maintain favorable tax and/or accounting treatment.

Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.

Adjustment to Limitations. The Insider acknowledges that the specified limitations set forth in [subparagraphs (a) through (d)] above are intended to ensure the exercise of Options will not jeopardize the Company’s ability to utilize its NOLs based on calculations determined as of the date hereof. Accordingly, notwithstanding anything to the contrary contained herein, the 2016 Maximum, 2016 Balance, 2017 Maximum, 2017 Balance, 2018 Maximum, 2018 Balance and 2019 Maximum may be adjusted internally by the Company, at its sole, good faith discretion, both # on a continuous, ongoing basis and # following the exercise of Options or purchase/sale of Company equity by the Insider or an Other Insider, solely in order to ensure the exercise of Options by the Insider or Other Insiders will not jeopardize the Company’s ability to utilize its NOLs at the time of any given exercise of Options. Any such adjustment may take into consideration, among other things, future issuances of securities of the Company, changes to the Company’s capital structure, adjustments, modifications or refinements to the Company’s calculation of NOLs under Section 382 of the Code and changes to applicable provisions of the Code.