Common use of Adjustment for Mergers or Reorganizations, etc Clause in Contracts

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), subsection 2(b) or 2(d)above), then, following any such reclassification, reorganization, recapitalization, consolidation consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, the Registered Holder had held the number Warrant Shares, giving application to all adjustments called for during such period under this Section 2. The foregoing provisions of shares this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of Common Stock subject to any other corporation that are at the time receivable upon the exercise of this Warrant. Notwithstanding If the foregoing sentence, if (x) there shall occur per share consideration payable to the holder hereof for Warrant Shares in connection with any reorganization, recapitalization, consolidation or merger involving the Company such transaction is in which the Common Stock is converted into or exchanged for anything a form other than solely equity cash or marketable securities, and (y) then the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date value of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as consideration shall be determined in good faith by the Company’s Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) aboveDirectors. In any such caseall events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors of the CompanyDirectors) shall be made in the application of the provisions set forth herein of this Warrant with respect to the rights and interests thereafter of the Registered HolderHolder after the transaction, to the end that the provisions set forth in of this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) Warrant shall thereafter be applicableapplicable after that event, as nearly near as reasonably may be, in relation to any securities, cash shares or other property thereafter deliverable after that event upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable)Company, and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.. The Fair Market Value per share of Common Stock shall be determined as follows:

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving in the Company in which event the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock value of the acquiring stock, securities or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation other assets or merger, property (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(bCompany) issuable or payable with respect to the extent applicable), and (ii) the exercise price per one share of common stock the Common Stock in connection with such reorganization, recapitalization, consolidation or merger is in excess of the acquiring or surviving company shall be the Purchase Price divided by in effect at the fraction referred time of such reorganization, recapitalization, consolidation or merger and securities received in such reorganization, recapitalization, consolidation or merger, if any, are publicly traded, then this Warrant shall expire unless exercised prior to in clause (B) abovesuch reorganization, recapitalization, consolidation or merger. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets (including cash) as, in accordance with the foregoing provisions, the Holder may be entitled to receive.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company’s assets or other transaction involving the Company (except for Company Combinations as described in Section 2(g), below) in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following ) is referred to herein as an “Organic Change”. Prior to the consummation of any such reorganizationOrganic Change, recapitalization, consolidation or merger, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants then remaining outstanding and unexpired) to ensure that the Registered Holder shall receive have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise hereof of this Warrant, the kind and amount of securities, cash or other property which the Registered Holder would have been entitled as may be issued or payable with respect to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held in exchange for the number of shares of Common Stock subject immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment (in form and substance satisfactory to the Registered Holders of the Warrants then remaining outstanding and unexpired) shall be made with respect to the Registered Holder’s rights and interests to ensure that the provisions of this Section 2 shall thereafter be applicable to the Warrants (including, in the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant. Notwithstanding the foregoing sentence, if (x) there the value so reflected is less than the Exercise Price then in effect immediately prior to such Organic Change). The Company shall occur not effect any reorganization, recapitalization, consolidation or merger involving unless, prior to the Company in which consummation thereof, the Common Stock is converted into or exchanged for anything successor entity (if other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made resulting from the consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the application Registered Holders of the provisions set forth herein with respect Warrants then remaining outstanding and unexpired) the obligation to the rights and interests thereafter deliver to each Registered Holder such shares of the Registered Holderstock, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may besecurities or assets as, in relation accordance with the foregoing provisions, such holder may be entitled to acquire; provided, that any securities, cash or other property thereafter deliverable upon assumption shall not relieve the exercise Company of this Warrantits obligations hereunder.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company’s assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant is outstanding (other than a transaction covered by subsections 2(a), 2(bSections 7(a) or 2(d(c)), then, following any such reorganization, recapitalization, consolidation or merger, ) is referred to herein as an “Organic Change”. Prior to the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part consummation of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fractionOrganic Change, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, Company shall make appropriate provision (as determined in good faith by the Board of Directors of the Company (using and the principles set forth in subsection 1(bHolder) to ensure that the extent applicable)Holder shall have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and (ii) receivable upon exercise of this Warrant, the kind and amount of securities, cash or other property as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately acquirable and receivable upon exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) abovethis Warrant had such Organic Change not taken place. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyCompany and the Holder) shall be made in the application of the provisions set forth herein with respect to the Holder’s rights and interests thereafter of the Registered Holder, to the end ensure that the provisions set forth in of this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) 7 shall thereafter be applicable, as nearly as reasonably may beapplicable to the Warrant (including, in relation the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to any securities, cash or other property thereafter deliverable the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon the exercise of this Warrant, if the value so reflected is less than the Exercise Price then in effect immediately prior to such Organic Change). The Company shall not effect any reorganization, recapitalization, consolidation or merger unless, prior to the consummation thereof, the successor entity (if other than the Company) resulting from the consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the Holder) the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire; provided, that any assumption shall not relieve the Company of its obligations hereunder.

Adjustment for Mergers or Reorganizations, etc. (i) If at any time during the Exercise Period there shall occur any reclassification, reorganization, recapitalization, consolidation consolidation, sale of all or substantially all of the Company’s assets, property or business, or any merger involving the Company Company, in each case in which the Common Stock is converted into or exchanged for securities (including warrants or other subscription or purchase rights), cash or other property, or pursuant to which any such securities, cash or other property is to be received by or distributed to the holders of Common Stock of the Company (other than a transaction covered by subsections 2(a)Sections 3(a)-(c) above) (each, 2(b) or 2(d)a “Reorganization Event”), then, following any such reorganizationReorganization Event, recapitalization, consolidation or mergerand without payment by the Holder of any additional consideration thereof, the Registered Holder shall receive upon the exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or mergerReorganization Event, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged giving application to all adjustments called for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any during such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to period under this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein Section 3 with respect to the rights and interests thereafter of the Registered Holder. The Company shall not effect any Reorganization Event unless, prior to the end that consummation thereof, the provisions set forth in this Section 2 successor or surviving entity (including provisions with respect to changes in and if other adjustments of than the Purchase PriceCompany) shall thereafter be applicableand, as nearly as reasonably may beif an entity different from the successor or surviving entity, in relation to any the entity whose stock, securities, cash assets or other property thereafter deliverable upon the exercise holders of Common Stock are entitled to receive as a result of such Reorganization Event, assumes by written instrument (A) the obligations to deliver to each Holder such shares of stock, securities, assets or other property as, in accordance with the foregoing provisions, such Holder may be entitled to acquire and (B) the due and punctual observance and performance of each and every covenant and condition contained in this WarrantWarrant to be performed and observed by the Company and all the obligations and liabilities hereunder, in order to provide for adjustments of shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in Section 3.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company’s assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following ) is referred to herein as an “Organic Change”. Prior to the consummation of any such reorganizationOrganic Change, recapitalization, consolidation or merger, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders of a majority of the Warrants then remaining outstanding and unexpired) to ensure that the Registered Holder shall receive have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise hereof of this Warrant, the kind and amount of securities, cash or other property which the Registered Holder would have been entitled as may be issued or payable with respect to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held in exchange for the number of shares of Common Stock subject immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment (in form and substance reasonably satisfactory to the Registered Holders of a majority of the Warrants then remaining outstanding and unexpired) shall be made with respect to the Registered Holder’s rights and interests to ensure that the provisions of this Section 2 shall thereafter be applicable to the Warrants (including, in the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant. Notwithstanding the foregoing sentence, if (x) there the value so reflected is less than the Exercise Price then in effect immediately prior to such Organic Change). The Company shall occur not effect any reorganization, recapitalization, consolidation or merger involving unless, prior to the Company in which consummation thereof, the Common Stock is converted into or exchanged for anything successor entity (if other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made resulting from the consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the application Registered Holders of a majority of the provisions set forth herein with respect Warrants then remaining outstanding and unexpired) the obligation to the rights and interests thereafter deliver to each Registered Holder such shares of the Registered Holderstock, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may besecurities or assets as, in relation accordance with the foregoing provisions, such holder may be entitled to acquire; provided, that any securities, cash or other property thereafter deliverable upon assumption shall not relieve the exercise Company of this Warrantits obligations hereunder.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company’s assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a Liquidity Event or a transaction covered by subsections Sections 2(a), 2(b) or 2(d2(b)), then, following ) is referred to herein as an “Organic Change”. Prior to the consummation of any such reorganizationOrganic Change, recapitalization, consolidation or merger, the Company shall make appropriate provision to ensure that the Registered Holder shall receive have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise hereof of this Warrant, the kind and amount of securities, cash or other property which the Registered Holder would have been entitled as may be issued or payable with respect to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held in exchange for the number of shares of Common Stock subject immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment shall be made with respect to the Registered Holder’s rights and interests to ensure that the provisions of this Warrant. Notwithstanding Section 2 shall thereafter be applicable to the foregoing sentenceWarrants (including, if (x) there shall occur in the case of any reorganizationOrganic Change where the successor entity or purchasing entity is other than the Company, recapitalization, consolidation or merger involving an immediate reduction to the Company in which Exercise Price to the value of the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) reflected by the common stock terms of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) Organic Change and a corresponding increase in the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), acquirable and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable receivable upon the exercise of this Warrant, if the value so reflected is less than the Exercise Price then in effect immediately prior to such Organic Change).

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d2(b)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur ---------------------------------------------- any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), subsection 2(b) or 2(d)above), then, following any such reclassification, reorganization, recapitalization, consolidation consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, the Registered Holder had held the number Warrant Shares, giving application to all adjustments called for during such period under this Section 2. The foregoing provisions of shares this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of Common Stock subject to any other corporation that are at the time receivable upon the exercise of this Warrant. Notwithstanding If the foregoing sentence, if (x) there shall occur per share consideration payable to the holder hereof for Warrant Shares in connection with any reorganization, recapitalization, consolidation or merger involving the Company such transaction is in which the Common Stock is converted into or exchanged for anything a form other than solely equity cash or marketable securities, and (y) then the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date value of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as consideration shall be determined in good faith by the Company's Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) aboveDirectors. In any such caseall events, appropriate adjustment (as determined in good faith by the Company's Board of Directors of the CompanyDirectors) shall be made in the application of the provisions set forth herein of this Warrant with respect to the rights and interests thereafter of the Registered HolderHolder after the transaction, to the end that the provisions set forth in of this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) Warrant shall thereafter be applicableapplicable after that event, as nearly near as reasonably may be, in relation to any securities, cash shares or other property thereafter deliverable after that event upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company's assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following ) is referred to herein as an "ORGANIC CHANGE". Prior to the consummation of any such reorganizationOrganic Change, recapitalization, consolidation or merger, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants then remaining outstanding and unexpired) to ensure that the Registered Holder shall receive have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise hereof of this Warrant, the kind and amount of securities, cash or other property which the Registered Holder would have been entitled as may be issued or payable with respect to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held in exchange for the number of shares of Common Stock subject immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment (in form and substance satisfactory to the Registered Holders of the Warrants then remaining outstanding and unexpired) shall be made with respect to the Registered Holder's rights and interests to ensure that the provisions of this WarrantSection 2 shall thereafter be applicable to the Warrants. Notwithstanding the foregoing sentence, if (x) there The Company shall occur not effect any reorganization, recapitalization, consolidation or merger involving unless, prior to the Company in which consummation thereof, the Common Stock is converted into or exchanged for anything successor entity (if other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made resulting from the consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the application Registered Holders of the provisions set forth herein with respect Warrants then remaining outstanding and unexpired) the obligation to the rights and interests thereafter deliver to each Registered Holder such shares of the Registered Holderstock, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may besecurities or assets as, in relation accordance with the foregoing provisions, such holder may be entitled to acquire; provided, that any securities, cash or other property thereafter deliverable upon assumption shall not relieve the exercise Company of this Warrantits obligations hereunder.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company’s assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant is outstanding (other than a transaction covered by subsections 2(a), 2(bSections 9(a) or 2(d)), then, following (c) is referred to herein as an “Organic Change”. Prior to the consummation of any such reorganization, recapitalization, consolidation or mergerOrganic Change, the Registered Company shall make appropriate provision (as determined in good faith by the Board of Directors) to ensure that the Holder shall receive have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise hereof of this Warrant, the kind and amount of securities, cash or other property which as the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, received after the Registered Organic Change if the Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to exercised this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of immediately before the effective date of such transactionOrganic Change, assuming the Holder did not exercise his rights of election, if any, as determined pursuant to subsection 1(bthe kind or amount of stock, other securities or other property or assets (including cash) receivable upon such Organic Change, provided that, (i) if the kind or amount of stock, other securities or other property class or assets (including cash) receivable upon such Organic Change is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”), then the kind and amount of stock, other securities or other property or assets (including cash) receivable upon exercise of this Warrant shall be the denominator of which is the fair market value kind and amount so receivable per share of common stock by a plurality of the acquiring or surviving company as of the effective date of nonelecting shares upon such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), Organic Change and (ii) if there are no nonelecting shares, then the kind and amount of stock, other securities or other property or assets (including cash) receivable upon exercise price of this Warrant shall be deemed to be the kind and amount so receivable per share by a plurality of common stock holders of Common Stock upon such Organic Change. The Company shall not effect and Organic Change unless, prior to the acquiring or surviving company shall be consummation thereof, the Purchase Price divided by the fraction referred to in clause successor entity (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of if other than the Company) shall be made in resulting from the application of Organic Change assumes by written instrument the provisions set forth herein with respect obligation to deliver to the rights and interests thereafter of the Registered HolderHolder such shares f stock, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may besecurities or assets as, in relation accordance with the foregoing provisions, the Holder may be entitled to acquire; provided, that any securities, cash or other property thereafter deliverable upon assumption shall not relieve the exercise Company of this Warrantits obligations hereunder.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. Notwithstanding the foregoing sentence, if (x) there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator conversion ratio applicable to holders of which is the Fair Market Value per share outstanding shares of Common Stock as of the effective date of in connection with such transactionreorganization, as determined pursuant to subsection 1(b)recapitalization, and the denominator of which is the fair market value per share of common stock of the acquiring consolidation or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), merger and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided multiplied by the fraction conversion ratio referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Mergers or Reorganizations, etc. If there shall occur any Any reorganization, recapitalization, consolidation reclassification, consolidation, merger, sale of all or merger substantially all of the Company’s assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following ) is referred to herein as an “ORGANIC CHANGE”. Prior to the consummation of any such reorganizationOrganic Change, recapitalization, consolidation or merger, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants then remaining outstanding and unexpired) to ensure that the Registered Holder shall receive have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise hereof of this Warrant, the kind and amount of securities, cash or other property which the Registered Holder would have been entitled as may be issued or payable with respect to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held in exchange for the number of shares of Common Stock subject immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment (in form and substance satisfactory to the Registered Holders of the Warrants then remaining outstanding and unexpired) shall be made with respect to the Registered Holder’s rights and interests to ensure that the provisions of this WarrantSection 2 shall thereafter be applicable to the Warrants. Notwithstanding the foregoing sentence, if (x) there The Company shall occur not effect any reorganization, recapitalization, consolidation or merger involving unless, prior to the Company in which consummation thereof, the Common Stock is converted into or exchanged for anything successor entity (if other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of any such reorganization, recapitalization, consolidation or merger, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock then subject to this Warrant by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such transaction, as determined pursuant to subsection 1(b), and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in subsection 1(b) to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made resulting from the consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the application Registered Holders of the provisions set forth herein with respect Warrants then remaining outstanding and unexpired) the obligation to the rights and interests thereafter deliver to each Registered Holder such shares of the Registered Holderstock, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may besecurities or assets as, in relation accordance with the foregoing provisions, such holder may be entitled to acquire; provided, that any securities, cash or other property thereafter deliverable upon assumption shall not relieve the exercise Company of this Warrantits obligations hereunder.