Anti-Dilution. The ​ Shares issuable upon exchange and the AUFP Equity to be exchanged pursuant to [Section 1(a)] shall be appropriately adjusted to take into account any other stock split, stock dividend, reverse stock split, recapitalization, or similar change in common stock of ​ or AUFP Equity, as the case may be, which may occur between the date of execution of this Agreement and the Closing, as to the ​ Shares or AUFP Equity, as the case may be.

Anti-Dilution. [Section 4] of the Employment Agreement is hereby amended by adding the [following [clause (f)]] to the end of [Section 4]:

The definition of "Dilution Horizon Ratio" in [Section 1.1] of the Existing Agreement is hereby amended and restated in its entirety as follows:

“Reserve Floor Percentage” means, for any date, the sum of # ten percent (10%) plus # the product of # the average of the Dilution Ratios for the twelve (12) most recently ended Settlement Periods, multiplied by # the Dilution Horizon Ratio computed as of the last day of the most recently ended Settlement Period.

Anti-Dilution Provisions. The Options shall have the anti-dilution rights set forth under [Section 4.4] in the Plan.

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against the Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Returnable Shares and Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Returnable Shares and Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Leverage Ratio. The Borrower will not permit the Leverage Ratio, on the last day of any fiscal quarter of the Borrower, commencing with the fiscal quarter ending ​ and each fiscal quarter thereafter during the term of this Agreement, to be greater than the ratio set forth below opposite such period below:

Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to 0.60 to 1.0; provided that such ratio may exceed 0.60 to 1.0 as of the end of up to four (4) fiscal quarters of the Combined Parties during the term of this Credit Agreement (whether or not consecutive) so long as such ratio does not exceed 0.65 to 1.0.

Leverage Ratio. Have a Leverage Ratio, measured on a quarter-end basis, of not greater than the applicable ratio set forth in the following table for the applicable date set forth opposite thereto: