Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to If after the provisions of Subsection 2.3Signing Date (whether prior to, if there on or after the date hereof) (a) the Company shall occur effect any reorganization, recapitalization, reclassificationreorganization or reclassification of the Company or any of its securities, consolidation (b) the Company shall consolidate with or merger involving merge into one or more other Persons which results in the Corporation in which the Common Warrant Stock (but not the Series A Preferred Stock) is being converted into or exchanged for securitiesother securities or (c) a Subsidiary of the Company that owns all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis and is not a direct or indirect wholly-owned Subsidiary of the Company takes any of the actions contemplated by clause (a) or (b), cash or other property mutatis mutandis (other than each, a transaction covered by Subsections 4.4, 4.6 or 4.7“Reorganization Event”), then, following any and in each such reorganizationcase, recapitalizationHolder, reclassificationupon the exercise of this Warrant after such Reorganization Event shall be entitled to receive, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Warrant Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger that Holder would have been entitled to receive pursuant upon such exercise prior to such transaction; Reorganization Event (but without limiting the right to receive any securities or property owed as a result of Section 5.2), the stock or other securities or property which Holder would have been entitled to receive upon such Reorganization Event if, immediately prior to such Reorganization Event (or, if applicable, the record date thereof), Holder had completed such exercise (in cash) of this Warrant (and the Maximum Number of Shares shall be adjusted accordingly). If after such Reorganization Event, the Warrant is exercisable for securities of a corporation or entity other than the Company, then as a condition to effecting the Reorganization Event, the Company shall cause such corporation or entity to duly execute and deliver, upon request to Holder a supplement hereto acknowledging such corporation’s or other entity’s obligations under this Warrant promptly (and, in any event, within ten (10) Business Days) following the completion of such Reorganization Event; and in each such case, appropriate adjustment (as determined in good faith by the Board terms of Directors of the Corporation) this Warrant shall be made in the application of the provisions in this Section 4 with respect applicable to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such appraisal proceedingReorganization Event.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3Section 2, including Section 2.4, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7)property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock and Series B Preferred shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder holders of seven and eight-tenths percent (7.8%) (with respect to the Series A Preferred Stock) or the Series B Percentage (with respect to the Series B Preferred Stock), in each case of the number of issued and outstanding shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger that the applicable holder would have been entitled to receive pursuant to such transaction; transaction of the number of issued and outstanding shares of Common Stock of the Corporation, and, in such case, appropriate adjustment (as determined in good faith by the Board Board, including the approval of Directors of the Corporationat least one Preferred Director and one non- Preferred Director) shall be made in the application of the provisions in this Section 4 5 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock and Series B Preferred Stock, as applicable, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) 5 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock or Series B Preferred Stock, as applicable. For The provisions of these Articles of Incorporation, including this Section 5.5, shall not affect the avoidance right, if any, of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders any holder of Series A Preferred Stock from seeking any or Series B Preferred Stock to seek an appraisal rights of his, her or its shares pursuant to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence Section 7-113-102(1.3) of the fair value of the shares of Series A Preferred Stock in any such appraisal proceedingColorado Corporations and Associations Act.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.311, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Units (but not the Series A Convertible Preferred StockUnits) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.43.6.5, 4.6 3.6.8, 3.6.9 or 4.73.6.10), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Convertible Preferred Stock Unit shall thereafter be convertible in lieu of the Common Stock Units into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Units of the Corporation Company issuable upon conversion of one share of Series A Convertible Preferred Stock Unit immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationManagers) shall be made in the application of the provisions in this Section 4 3.6 with respect to the rights and interests thereafter of the holders of the Series A Convertible Preferred StockUnits, to the end that the provisions set forth in this Section 4 3.6 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Convertible Preferred StockUnits. For the avoidance of doubt, nothing in this Subsection 4.8 3.6.11 shall be construed as preventing the holders of Series A Convertible Preferred Stock Units from seeking any appraisal rights to which they are otherwise entitled under the DGCL Act in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 3.6.11 be deemed conclusive evidence of the fair value of the shares of Series A Convertible Preferred Stock Units in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions In case of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving of the Corporation in which Company or DSW with or into another corporation or the Common Stock conveyance of all or substantially all of the assets of the Company or DSW to another corporation, or any reorganization or reclassification of the Company (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than except a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock for which provision for adjustment is otherwise made in this Section 3) this Warrant shall thereafter be convertible in lieu exercisable for the number of the Common Stock into which it was convertible prior to such event into the kind and amount shares of securities, cash stock or other securities or property to which a holder of the number of shares of Common Stock or DSW Stock, as the case may be, deliverable upon exercise of the Corporation issuable upon conversion this Warrant for such type of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger Warrant Shares would have been entitled to receive pursuant to upon such transactionconsolidation, merger, conveyance, reorganization or reclassification; and, in any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 herein set forth with respect to the rights and interests interest thereafter of the holders of the Series A Preferred StockHolder, to the end that the provisions set forth in this Section 4 herein (including provisions with respect to changes in and other adjustments of the Series A Conversion applicable Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale of the Series A Preferred StockCompany unless prior to or simultaneously with the consummation thereof the successor corporation or purchaser, as the case may be, shall assume by written instrument the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder is entitled to receive. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by this Warrant. For the avoidance of doubt, nothing in this Subsection 4.8 after the consummation of a Spin-Off and satisfaction of the Company's obligations to make the distribution to the Holder required by Section 3.7(b), no adjustment shall be construed made pursuant to this Section 3.6 as preventing a result of any consolidation or merger or the holders conveyance of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence all or substantially all of the fair value of the shares of Series A Preferred Stock in any such appraisal proceedingits assets by DSW.

Adjustment for Merger or Reorganization, etc. Subject to If after the provisions of Subsection 2.3Signing Date (whether prior to, if there on or after the date hereof) (a) the Company shall occur effect any reorganization, recapitalization, reclassificationreorganization or reclassification of the Company or any of its securities, consolidation (b) the Company shall consolidate with or merger involving merge into one or more other Persons which results in the Corporation in which the Common Warrant Stock (but not the Series A Preferred Stock) is being converted into or exchanged for securities, cash other securities or other property (other than c) a transaction covered Subsidiary of the Company that owns all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis and is not a direct or indirect wholly-owned Subsidiary of the Company takes any of the actions contemplated by Subsections 4.4, 4.6 clause (a) or 4.7(b), thenmutatis mutandis (each, following any a “Reorganization Event”), then and in each such reorganizationcase, recapitalizationHolder, reclassificationupon the exercise of this Warrant after such Reorganization Event shall be entitled to receive, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Warrant Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger that Holder would have been entitled to receive pursuant upon such exercise prior to such transaction; Reorganization Event (but without limiting the right to receive any securities or property owed as a result of Section 5.2), the stock or other securities or property which Holder would have been entitled to receive upon such Reorganization Event if, immediately prior to such Reorganization Event (or, if applicable, the record date thereof), Holder had completed such exercise (in cash) of this Warrant (and the Maximum Number of Shares shall be adjusted accordingly). If after such Reorganization Event, the Warrant is exercisable for securities of a corporation or entity other than the Company, then as a condition to effecting the Reorganization Event, the Company shall cause such corporation or entity to duly execute and deliver, upon request to Holder a supplement hereto acknowledging such corporation’s or other entity’s obligations under this Warrant promptly (and, in any event, within ten (10) Business Days) following the completion of such Reorganization Event; and in each such case, appropriate adjustment (as determined in good faith by the Board terms of Directors of the Corporation) this Warrant shall be made in the application of the provisions in this Section 4 with respect applicable to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such appraisal proceedingReorganization Event.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.311, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Units (but not the Series A B Convertible Preferred StockUnits) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.43.7.5, 4.6 3.7.8, 3.7.9 or 4.73.7.10), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A B Convertible Preferred Stock Unit shall thereafter be convertible in lieu of the Common Stock Units into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Units of the Corporation Company issuable upon conversion of one share of Series A B Convertible Preferred Stock Unit immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationManagers) shall be made in the application of the provisions in this Section 4 3.7 with respect to the rights and interests thereafter of the holders of the Series A B Convertible Preferred StockUnits, to the end that the provisions set forth in this Section 4 3.7 (including provisions with respect to changes in and other adjustments of the Series A B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A B Convertible Preferred StockUnits. For the avoidance of doubt, nothing in this Subsection 4.8 3.7.11 shall be construed as preventing the holders of Series A B Convertible Preferred Stock Units from seeking any appraisal rights to which they are otherwise entitled under the DGCL Act in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 3.7.11 be deemed conclusive evidence of the fair value of the shares of Series A B Convertible Preferred Stock Units in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to If after the provisions of Subsection 2.3Signing Date (whether prior to, if there on or after the date hereof) (a) the Company shall occur effect any reorganization, recapitalization, reclassificationreorganization or reclassification of the Company or any of its securities, consolidation (b) the Company shall consolidate with or merger involving merge into one or more other Persons which results in the Corporation in which the Common Warrant Stock (but not the Series A Preferred Stock) is being converted into or exchanged for securitiesother securities or (c) a Subsidiary of the Company that owns all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis and is not a direct or indirect wholly-owned Subsidiary of the Company takes any of the actions contemplated by clause (a) or (b), cash or other property mutatis mutandis (other than each, a transaction covered by Subsections 4.4, 4.6 or 4.7“Reorganization Event”), then, following any and in each such reorganizationcase, recapitalizationHolder, reclassificationupon the exercise of this Warrant after such Reorganization Event shall be entitled to receive, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Warrant Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger that Holder would have been entitled to receive pursuant upon such exercise prior to such transaction; Reorganization Event (but without limiting the right to receive any securities or property owed as a result of Section 5.2), the stock or other securities or property which Holder would have been entitled to receive upon such Reorganization Event if, immediately prior to such Reorganization Event (or, if applicable, the record date thereof), Xxxxxx had completed such exercise (in cash) of this Warrant (and the Maximum Number of Shares shall be adjusted accordingly). If after such Reorganization Event, the Warrant is exercisable for securities of a corporation or entity other than the Company, then as a condition to effecting the Reorganization Event, the Company shall cause such corporation or entity to duly execute and deliver, upon request to Holder a supplement hereto acknowledging such corporation’s or other entity’s obligations under this Warrant promptly (and, in any event, within ten (10) Business Days) following the completion of such Reorganization Event; and in each such case, appropriate adjustment (as determined in good faith by the Board terms of Directors of the Corporation) this Warrant shall be made in the application of the provisions in this Section 4 with respect applicable to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such appraisal proceedingReorganization Event.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4Section IV.3(d)(iv), 4.6 (vi) or 4.7(vii)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Convertible Preferred Stock shall thereafter be convertible in lieu of the Series A Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Series A Common Stock of the Corporation issuable upon conversion of one share of Series A Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 IV.3(d) with respect to [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the rights and interests thereafter of the holders of the Series A Convertible Preferred Stock, to the end that the provisions set forth in this Section 4 IV.3(d) (including provisions with respect to changes in and other adjustments of the Series A Preferred Conversion PricePrice (in the case of the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock)) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Convertible Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 Section IV.3(d)(viii) shall be construed as preventing the holders of Series A Convertible Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 Section IV.3(d)(viii) be deemed conclusive evidence of the fair value of the shares of Series A Convertible Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4Section IV.3(d)(iv), 4.6 (vi) or 4.7(vii)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Convertible Preferred Stock shall thereafter be convertible in lieu of the Series A Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Series A Common Stock of the Corporation issuable upon conversion of one share of Series A Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 IV.3(d) with respect to the rights and interests thereafter of the holders of the Series A Convertible Preferred Stock, to the end that the provisions set forth in this Section 4 IV.3(d) (including provisions with respect to changes in and other adjustments of the Series A Preferred Conversion PricePrice (in the case of the Series A Preferred Stock) or the Series B Preferred Conversion Price (in the case of the Series B Preferred Stock)) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Convertible Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 Section IV.3(d)(viii) shall be construed as preventing the holders of Series A Convertible Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 Section IV.3(d)(viii) be deemed conclusive evidence of the fair value of the shares of Series A Convertible Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.44.5, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A the applicable series of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation, including the Preferred Stock Director) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A applicable series of Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price or the Series D Conversion Price, as the case may be) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A applicable series of Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunderor Series E Preferred Stock, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceedingas applicable.

Adjustment for Merger or Reorganization, etc. Subject to the provisions (i) In case of Subsection 2.3any --------------------------------------------- recapitalization, if there shall occur any reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger involving the Corporation in conveyance of all or substantially all of the assets of the Company pursuant to which the holders of Common Stock are entitled to receive (either directly or on subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock (but not an "Organic Change"), each of the holders of Series A C Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock acquirable and receivable upon conversion of such holder's Series C Preferred Stock) is , such shares of stock, securities or assets as such holder would have received if such holder had converted into or exchanged for securitiesits Series C Preferred Stock immediately prior to such Organic Change. In each such case, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, the Company shall also make appropriate provisions to insure that each share of Series A C Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount number of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable Company deliverable upon conversion of one share of such Series A C Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to upon such transaction; andconsolidation, in such case, merger or conveyance and that appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 herein set forth with respect to the rights and interests interest thereafter of the holders of the Series A C Preferred Stock, to the end that the provisions set forth in this Section 4 herein (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of the Series A C Preferred Stock. The Company shall not effect any such Organic Change unless prior to the consummation thereof, the successor entity (if other than the Company) assumes by written instrument the obligations set forth herein. (ii) For the avoidance purposes of doubt, nothing in this Subsection 4.8 shall be construed as preventing 8.5(g), any amounts of cash or other consideration payable to any stockholder of the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL Company in connection with a merger triggering an adjustment hereunderany such Organic Change, nor such as, by way of example only, any employment contracts, consulting contracts or noncompete payments which result in payments to such stockholder in excess of 150% of his or her current compensation, shall this Subsection 4.8 be deemed conclusive evidence a part of the fair value of the shares of Series A Preferred Stock total consideration payable in any connection with such appraisal proceedingOrganic Change.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.32.3 (Deemed Liquidation Events) and Subsection 3.3 (Series B Preferred Protective Provisions), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A B Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or mergermerger and in addition to any Liquidate Preference Shareholder was entitled to, each share of Series A B Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event (without giving effect to the 4.99% limitation of Subsection 4.1.1) into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A B Preferred Stock, to the end that the provisions set forth in this Section 4 (including including, without limitation, provisions with respect to changes in and other adjustments of the Series A B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A B Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, as applicable, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, and Series D Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions In case of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving of the Corporation with or into another corporation or the conveyance of all or substantially all of the assets of the Corporation or the Corporation and its subsidiaries taken as a whole to another corporation, in which each case, occurring after the Common Stock Issue Date (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7"Transaction"), thenas a condition to the consummation of such Transaction, following any such reorganization, recapitalization, reclassification, consolidation or merger, lawful and adequate provisions shall be made so that each share of Series A the Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount number of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of Series A such Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to upon such transactionconsolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 herein set forth with respect to the rights and interests interest thereafter of the holders of the Series A Convertible Preferred Stock, to the end that the provisions set forth in this Section 4 herein (including provisions with respect to changes in and other adjustments of of, the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of the Series A Convertible Preferred Stock. For ; provided that nothing herein is intended to increase or decrease the avoidance rights of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A the Convertible Preferred Stock from seeking set forth in this Certificate of Designation. Notwithstanding anything contained herein to the contrary, the Corporation shall not effect any appraisal rights such Transaction unless prior to which they are otherwise entitled under the DGCL in connection with consummation thereof each corporation or entity (other than the Corporation) that may be required to deliver any securities, cash or other property upon the conversion of shares of Convertible Preferred Stock as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to holders of shares of Convertible Preferred Stock representing a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value majority of the shares of Series A the outstanding Convertible Preferred Stock, the obligation to deliver to such holder such securities, cash or other property as to which, in accordance with the foregoing provisions, such holder may be entitled, and such corporation or entity shall have similarly delivered to the holder of the shares of Convertible Preferred Stock an opinion of counsel for such corporation or entity, satisfactory to the holders, which opinion shall state that the shares of Convertible Preferred Stock and the provisions of this certificate of designation, including without limitation, the conversion provisions, shall thereafter continue in any full force and effect and shall be enforceable against the Corporation and such appraisal proceedingcorporation or entity in accordance with the terms hereof and thereof, together with such other matters as such holder may reasonably request.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock and Series B Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock or Series B Preferred Stock, as applicable, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price and the Series B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject If at any time or from time to time after the provisions of Subsection 2.3, if Issuance Date there shall occur any reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other Reorganization Event involving the Corporation Company (other than a Reorganization Event deemed to be a Liquidation pursuant to Section 4(B)) in which the shares of Common Stock (but not the shares of Series A B Preferred Stock) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 Section 5(E)(i) or 4.7Section 5(E)(ii)), then, following any such reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger, other Reorganization Event each share of Series A B Preferred Stock shall thereafter be convertible in lieu of the shares of Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Company issuable upon conversion of one share 1 To be adjusted to the extent an event that would give rise to an adjustment under Section 5(E) occurs between signing and closing. of Series A B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other Reorganization Event would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board and approved by the holders of Directors a majority of the Corporationshares of Series B Preferred Stock then outstanding) shall be made in the application of the provisions in this Section 4 5(E) with respect to the rights and interests thereafter of the holders of the shares of Series A B Preferred Stock, to the end that the provisions set forth in this Section 4 5 (including provisions with respect to changes in and other adjustments of to the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A B Preferred Stock in any such appraisal proceedingStock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3Section 3(b), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Kayne Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7)property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Kayne Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Kayne Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 3(d) with respect to the rights and interests thereafter of the holders of the Series A Kayne Preferred Stock, to the end that the provisions set forth in this Section 4 3(d) (including provisions with respect to changes in and other adjustments of the Series A Kayne Preferred Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Kayne Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 3(d)(vi) shall be construed as preventing the holders of Series A Kayne Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 3(e)(vi) be deemed conclusive evidence of the fair value of the shares of Series A Kayne Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to Unless the provisions holders of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property Stock elect redemption in connection with an Extraordinary Transaction pursuant to Section A.5 hereof (other than a transaction covered by Subsections 4.4, 4.6 or 4.7in which case Section A.5 shall apply), then(A) upon any merger or consolidation of the Corporation with or into another corporation, following any such reorganization, recapitalization, reclassification, consolidation sale of all or merger, substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common (or shall be converted into a security that shall be convertible) into Redeemable Preferred Stock into which it was convertible prior to such event into and the kind and amount of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to upon such transactionmerger, consolidation, or asset sale or Change of Control Transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be be, made in the application of the provisions in this Section 4 A.7 set forth with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 A.7 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may bepossible, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the Stock and (B) all holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the fair value Series A Preferred Stock. Notwithstanding anything to the contrary contained herein, the holders of shares of Series A Preferred Stock shall have the right to elect by vote of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock in any such appraisal proceedingowned by them.

Adjustment for Merger or Reorganization, etc. Subject Notwithstanding anything in this Agreement to the provisions of Subsection 2.3contrary, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving XXXX (including, without limitation, a Qualifying XXXX IPO described in clause (b) of the Corporation definition thereof) in which the XXXX Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, upon any exchange of all or a portion of the HPX Subscription Shares concurrently with or following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock Orion shall thereafter be convertible entitled to receive (in lieu of the Common Stock into Exchange Shares for which it such number of HPX Subscription Shares was convertible exchangeable prior to such event into event) the kind and amount of securities, cash or other property which a holder Orion would have been entitled to receive if (a) such number of HPX Subscription Shares had been exchanged for the number of shares Exchange Shares that Orion would otherwise have been entitled to receive, as determined by reference to the Exchange Price and (b) immediately after giving effect to such exchange, the number of Common Stock Exchange Shares determined pursuant to clause (a) above had been sold, exchanged or otherwise disposed of by Orion in accordance with the Corporation issuable upon conversion terms of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to (such transaction; andsecurities, in cash and other property, the “Alternative Exchange Consideration”). In the event any such caseevent occurs, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) Corporation shall be made make such equitable adjustments in the application of the provisions in of this Section 4 Article 2 as it determines are appropriate with respect to the rights and interests thereafter of the holders of the Series A Preferred StockOrion, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) Article 2 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property the Alternative Exchange Consideration thereafter deliverable upon the conversion exchange of all or any number of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceedingHPX Subscription Shares.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection Section 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock, as the case may be) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections Sections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock Stock, as the case may be, shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock Stock, as the case may be, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock, as the case may be, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price or Series A Conversion Price, as the case may be) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock. For , as the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceedingcase may be.

Adjustment for Merger or Reorganization, etc. Subject to In the provisions event of Subsection 2.3any (i) capital reorganization of the Company, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving (ii) reclassification of the Corporation in which stock of the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person or (v) other similar transaction, including a tender offer (other than any such transaction covered by Subsections 4.4, 4.6 or 4.7Section 8.06(a)), thenin each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, following any such reorganization, recapitalization, reclassification, consolidation securities or mergerassets with respect to or in exchange for Common Stock, each share Share of Series A Preferred Stock shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer), remain outstanding and shall thereafter be convertible thereafter, in lieu of or in addition to (as the Common Stock into which it was case may be) the number of Conversion Shares then convertible prior to for such event into Share, be exercisable for the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock stock or other securities or assets of the Corporation issuable upon conversion Company or of one share of Series A Preferred Stock immediately prior the successor Person resulting from such transaction to which such reorganization, recapitalization, reclassification, consolidation or merger Share would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer) if the Share had been converted in full immediately prior to receive pursuant to the time of such transaction; reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer) and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion (without taking into account any limitations or restrictions on the convertibility of such Share, if any), and, in such case, appropriate adjustment (as determined in good faith by form and substance satisfactory to the Board holder of Directors of the Corporationsuch Share) shall be made in the application of the provisions in this Section 4 with respect to the such holder's rights and interests thereafter under this Certificate of the holders of the Series A Preferred Stock, Designation to the end insure that the provisions set forth in of this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) 8 hereof shall thereafter be applicable, applicable as nearly as reasonably may be, possible in relation to any shares of stock, securities or other property assets thereafter deliverable acquirable upon the conversion of the Series A Preferred Stock. For the avoidance The provisions of doubtthis Section 8.06(b) shall similarly apply to successive reorganizations, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunderreclassifications, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceedingconsolidations, mergers, sales or similar transactions (including tender offers).

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price, Series B Conversion Price, and Series C Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions In case of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving of the Corporation in which with or into another corporation or the Common Stock (but not sale of all or substantially all of the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property assets of the Corporation to another corporation (other than a transaction covered by Subsections 4.4consolidation, 4.6 merger or 4.7sale which is treated as a liquidation pursuant to Subsection 2(c)), (a) if the surviving entity shall consent in writing to the following provisions, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, then each share of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of such Series A Preferred Stock, Series A-2 Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger and Series B Preferred Stock would have been entitled to receive pursuant to upon such transactionconsolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 set forth with respect to the rights and interests interest thereafter of the holders of the Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock, to the end and that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For , Series A-2 Preferred Stock and Series B Preferred Stock; or (b) if the avoidance of doubtsurviving entity shall not so consent, nothing in this Subsection 4.8 shall be construed as preventing the holders then each holder of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunderStock, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A A-2 Preferred Stock and Series B Preferred Stock may, after receipt of notice specified in any Subsection (1), elect to convert such appraisal proceedingStock into Common Shares as provided in this Section 4 or to accept the distributions calculated in accordance with Section 2(a) through (c).

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger (other than a change in par value, or from par value to no par value, or from no par value to par value, or as the result of subdivision, combination, stock distribution or stock dividend) involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.44.6, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion PriceRate, Series B Conversion Rate or Series C Conversion Rate, as applicable) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4paragraphs (e), 4.6 (f) or 4.7(g) of this Section 6 or a transaction in which a Transaction-Based Mandatory Conversion has occurred), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Class A Common Stock of the Corporation Company issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationDirectors) shall be made in the application of the provisions in this Section 4 6 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, Stock to the end that the provisions set forth in this Section 4 6 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price, as applicable) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For The provisions of this Section 6(h) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not affect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the avoidance consummation thereof, the successor person (if other than the Company) resulting from such transaction, shall assume, by written instrument in form and substance satisfactory to the holder of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders shares of Series A Preferred Stock from seeking any appraisal rights Stock, the obligation to which they are otherwise entitled under deliver to the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value holders of the shares of Series A Preferred Stock such shares of stock, securities or assets which, in accordance with the foregoing provisions, such holders shall be entitled to receive upon conversion of the Series A Preferred Stock. Notwithstanding anything to the contrary contained herein with respect to any corporate event or other transaction contemplated by the provisions of this Section 6(h), each holder of shares of Series A Preferred Stock shall have the right to elect, prior to the consummation of such appraisal proceedingevent or transaction, to give effect to the provisions of Section 4(a) (if applicable to such event or transaction) hereunder, instead of giving effect to the provisions contained in this Section 6(h) with respect to such holder’s Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.32.3 (Deemed Liquidation Events), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.44.4 (Adjustments to Series A Conversion Price for Diluting Issues), 4.6 (Adjustment for Certain Dividends and Distributions) or 4.74.7 (Adjustments for Other Dividends and Distributions)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board Board, subject to the approval of Directors holders of a majority of the Corporationoutstanding Series A Preferred Stock) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject If at any time or from time to time after the provisions Date of Subsection 2.3, if Issuance there shall occur any reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other Reorganization Event involving the Corporation Company (other than (i) a Reorganization Event deemed to be a Liquidation pursuant to Section 4(B) of the Certificate of Designation or (ii) as a result of a subdivision, combination or stock dividend provided for in Section 7(a) or Section 7(b) above) in which the shares of Common Stock (but not the Series A Preferred Stock) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7)property, then, following any such reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger, each share of Series A Preferred Stock other Reorganization Event the Holder shall thereafter be convertible in lieu of have the Common Stock into which it was convertible right at any time prior to such event into the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of securitiesshares of stock and other securities or property receivable in connection with such reorganization, cash recapitalization, reclassification, consolidation, merger or other property which a holder of Reorganization Event as were purchasable as Warrant Shares by the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock Holder immediately prior to such reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger would have been entitled to receive pursuant to other Reorganization Event. In any such transaction; and, in such case, case appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) provisions shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter interest of the holders of the Series A Preferred Stock, to the end Holder so that the provisions set forth in this Section 4 (including provisions hereof shall thereafter be applicable with respect to changes in and any shares of stock or other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubtexercise hereof, nothing in this Subsection 4.8 and appropriate adjustments shall be construed as preventing made to the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment Exercise Price payable hereunder, nor provided the aggregate Exercise Price shall this Subsection 4.8 be deemed conclusive evidence of remain the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.same

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3Section 6, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.47.D, 4.6 7.F or 4.7)7.G, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CorporationBoard) shall be made in the application of the provisions in this Section 4 7 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 7 (including provisions with respect to changes in and other adjustments of the Series A applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 7.H shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 7.H be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.34.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 6.5 or 4.76.6), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 6 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 6 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 6.7 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL Nevada Revised Statutes in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 6.7 be deemed conclusive evidence of the fair value of the shares of Series A Preferred Stock in any such appraisal proceeding.