definiens: ), so as to modify the Warrant Price ( as defined in the Warrant ) set fort h therein from the current Warrant Price to a warrant price t hat is equal to 1.2 times the closing price of the common stock of [COMPANY] on the trading day immediately prior to th e Amendment Effective Date ( the Warrant as so amend ed and re - issued, the ) and deliver such Amended Warrant to APIL . [COMPANY] and APIL hereby acknowledge and agree that the Amended Warrant, and any shares of common stock of [COMPANY] issued upon ca shless exercise of the Amended Warrant ( together, the ), will be issued to APIL in reli ance on the exemption provided by Section 3(a)(9 ) of the Securi ties Act of 1933, as amended, and as such, the Exch anged Securities shall assume the characteristics of the Warrant, including without limitation that any hold ing period applicable to any such Exchanged Securities will be deemed to have started on the original issuance da te of the Warrant