manner that is materially adverse compared to similarly situated holders of Shares (i.e., holders of Series C-1 Preferred Stock or other capital stock for which this Warrant may be exercised from time to time that are not Major Investors, as defined in the Investors Rights Agreement), or adversely affects the rights of Holder or its Affiliates pursuant to the Loan and Security Agreement, between Company and [_______], dated as of October 12, 2017, as amended, restated, supplemented or otherwise modified from time to time (the Loan Agreement), and provided further, that the lock-up provisions of the Investor Rights Agreement shall not restrict as a sale the transfer of Shares by Holder to the Company in connection with an exercise of the Warrant in accordance with Section 1.2.
Article 2 ADJUSTMENTS.
2.1 Stock Dividends, Splits, Etc. If Company declares or pays a dividend on its common stock (or Shares, if Shares are securities other than common stock) payable in common stock or other securities or property, subdivides the outstanding common stock into a greater amount of common stock, or, if Shares are securities other than common stock, subdivides Shares in a transaction that increases the amount of common stock into which Shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned Shares on the record date the dividend or subdivision occurred since the original issue date of this Warrant.
2.2 Reclassification, Recapitalization, Exchange or Substitution. Upon any reclassification, recapitalization, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for Shares if this Warrant had been exercised immediately before such reclassification, recapitalization, exchange, substitution, or other event. Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, recapitalizations, exchanges, substitutions, or other events.
2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares as to which this warrant is exercisable shall be proportionately decreased.
2.4 Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by Company, after the Issue Date of the Warrant, of any Additional Shares of Common Stock (as defined in the Companys Certificate of Incorporation) at a price per share less than the then current Exercise Price, then the number of shares of common stock issuable upon conversion of the Shares, shall be adjusted in accordance with those provisions (the Provisions) of Companys Certificate of Incorporation which apply to Diluting Issuances with the same effect as though the shares were outstanding at the time of the diluting issuance. The Company shall promptly provide the Holder with any restatement, amendment, modification or waiver of the Certificate of Incorporation. Under no circumstances shall the aggregate Exercise Price payable by Holder upon exercise of the Warrant increase as a result of any adjustment arising from a Diluting Issuance.