Common use of Adjustment for Reorganization, Consolidation, Merger Clause in Contracts

Adjustment for Reorganization, Consolidation, Merger. In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization, Consolidation, Merger. In the event case of any reorganization, reclassification or similar event involving the Obligor (or of any other corporation the stock or other securities of which are at the time receivable on the conversion of this Note) after the Effective Date, or in case, after such date, the Obligor (or any such corporation) shall consolidate with or merge with another entity, then, and in each such case, the Holder, upon the conversion of this Note at any time after the consummation of such reorganization, consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporationmerger, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon will be entitled to receive if the Holder chooses to exercise the Warrant within ten days receive, in lieu of the notice stock or other securities and property receivable upon the conversion of the Reorganization and provision shall be made therefor in any agreement relating this Note prior to a Reorganizationsuch consummation, the kind and number of stock or other securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result upon the consummation of such Reorganization reorganization, consolidation or merger if the Holder had converted this Warrant been exercised Note immediately prior thereto, subject to further adjustment as provided in this Note, and, in such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall (as determined in good faith by the board of directors of the Obligor, including Sacramone) will be made in the application of the provisions herein set forth in this Subparagraph ‎5(e) with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion ratein this Subparagraph ‎5(e) shall will thereafter be applicable, as nearly as reasonably may be, in relation to any sharessecurities or other property thereafter deliverable upon the conversion of this Note. The successor or purchasing corporation in any such reorganization, consolidation or merger will duly execute and deliver to the Holder a supplement hereto reasonably acceptable to the Holder acknowledging such entity’s obligations under this Note and, in each such case, the terms of this Note will be applicable to the shares of stock or other securities or property thereafter receivable upon exercise the conversion of this Warrant. The provisions Note after the consummation of this section similarly apply to successive Reorganizationssuch reorganization, consolidation or merger.

Adjustment for Reorganization, Consolidation, Merger. In the event of any (a) consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or (b) the sale or conveyance to another corporation person or entity of the property of the Corporation as an entirety or substantially as an entirety or entirety, (c) any statutory exchange of securities with another corporation person or entity (including any exchange effected in connection with a merger of a third corporation into the Corporation), (d) capital reorganization of the Corporation, (e) reclassification of the stock of the Corporation, or (f) or other similar transaction (each such transaction referred to herein as “Reorganization”), no adjustment this Warrant shall remain outstanding and shall thereafter, in lieu of exercise rights or in addition to (as the Exercise Price shall be made; provided, howevercase may be) the number of shares of Common Stock then purchasable under this Warrant, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation Corporation or of the successor person or entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, Reorganization which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock common stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this WarrantWarrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing person or entity is not the Corporation, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of shares of Common Stock acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization, Consolidation, Merger. (a) In the event case of any consolidation reorganization of the Company (or any other corporation the stock or other securities of which are receivable on the exercise of the Warrant) after the date on which this Warrant is first issued (the "Issuance Date"), or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Warrantholder, upon exercise of the Warrant as provided in Section 1.2 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Corporation is a party other than a consolidation Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or merger converted the Warrant immediately prior thereto; in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case, no adjustment the terms of this Warrant, including the exercise rights or the Exercise Price provisions of Section 1.2, shall be made; provided, however, applicable to the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days shares of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of stock or other securities or property (including cash) receivable upon the exercise or conversion of the Warrant after such consummation. (b) The Company shall not effect any consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or surviving such merger or the corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument, in form and substance satisfactory to which the Warrantholder, executed and delivered in accordance with Section 5.4 hereof, the obligation to deliver to the Warrantholder such properties shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder is entitled to purchase. (c) If a purchase, tender or exchange offer is made to and assets accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to consummation of such consolidation, merger or sale the Warrantholder shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled given a reasonable opportunity to then elect to receive as a result either the stock, securities or assets then issuable upon the exercise or conversion of such Reorganization had this the Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an electionor, if any was availabledifferent, as the stock, securities or assets, or the equivalent, issued to previous holders of the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect accordance with such offer, computed as though the Warrantholder hereof had been, at the time of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securitiesoffer, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.holder of

Adjustment for Reorganization, Consolidation, Merger. In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock common stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization, Consolidation, Merger. (a) In the event case of any consolidation recapitalization or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation reorganization of the property Company or (b) in case the Company shall consolidate with or merge into one or more other corporations or entities which results in a change of the Corporation as an entirety or substantially as an entirety or any statutory exchange Warrant Stock (each, a “Reorganization Event”; provided that a Reorganization Event shall exclude a Cash/Public Stock Change of securities with another corporation (including any exchange effected Control), then, and in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case, no adjustment Holder, upon the exercise of exercise rights or the Exercise Price this Warrant after such Reorganization Event shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days receive, in lieu of the notice of the Reorganization stock or other securities and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the that Holder would have owned or been entitled to receive as a result of upon such exercise prior to such Reorganization had this Warrant Event, the stock or other securities or property which Holder would have been exercised entitled to receive upon such Reorganization Event if, immediately prior to such Reorganization (Event, Holder had completed such exercise of this Warrant, all subject to further adjustment as provided in this Warrant. In determining the kind and assuming amount of stock, securities or property receivable upon exercise of this Warrant following the Holder failed to make an electionconsummation of such Reorganization Event, if any was availablethe holders of Common Stock (or, if applicable, such other securities as are of the same class as the Warrant Stock) have the right to elect the kind or amount of securities, property or cash consideration receivable by reason upon consummation of such Reorganization; provided Reorganization Event, then the composition of the securities and property that if Holder will be entitled to receive upon exercise of the kind or amount of securities, property or cash receivable upon Warrant following any such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share Event shall be deemed to be the kind and amount so receivable weighted average per share by a plurality of Common Stock (or, if applicable, such other securities as are of the non electing sharessame class as the Warrant Stock) of the types and amounts of consideration actually received by the holders of Common Stock (or, if applicable, such other securities as are of the same class as the Warrant Stock). In any If after such Reorganization Event, the Warrant is exercisable for securities of a corporation or entity other than the Company, then such corporation or entity shall duly execute and deliver to Holder a supplement hereto acknowledging such corporation’s or other entity’s obligations under this Warrant; and in each such case, appropriate adjustment the terms of this Warrant shall be made in the application of the provisions herein set forth with respect applicable to the rights and interests thereafter shares of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, stock or other securities or property thereafter receivable upon the exercise of this Warrant. The provisions Warrant after the consummation of this section similarly apply to successive Reorganizationssuch Reorganization Event.

Adjustment for Reorganization, Consolidation, Merger. In the event case of any reorganization, reclassification or similar event involving the Borrower (or of any other corporation the stock or other securities of which are at the time receivable on the conversion of this Note) after the Issue Date, or in case, after such date, the Borrower (or any such corporation) shall consolidate with or merge with another entity, then, and in each such case, the Holder, upon the conversion of this Note at any time after the consummation of such reorganization, consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporationmerger, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon will be entitled to receive if the Holder chooses to exercise the Warrant within ten days receive, in lieu of the notice stock or other securities and property receivable upon the conversion of the Reorganization and provision shall be made therefor in any agreement relating this Note prior to a Reorganizationsuch consummation, the kind and number of stock or other securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result upon the consummation of such Reorganization reorganization, consolidation or merger if the Holder had converted this Warrant been exercised Note immediately prior thereto, subject to further adjustment as provided in this Note, and, in such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall (as determined in good faith by the Board of Directors of the Borrower, including at least one Investor Director) will be made in the application of the provisions herein set forth in this Article 5 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall in this Article 5 will thereafter be applicable, as nearly as reasonably may be, in relation to any sharessecurities or other property thereafter deliverable upon the conversion of this Note. The successor or purchasing corporation in any such reorganization, consolidation or merger (if other than the Borrower) will duly execute and deliver to the Holder a supplement hereto reasonably acceptable to the Holder acknowledging such entity’s obligations under this Note and, in each such case, the terms of the Note will be applicable to the shares of stock or other securities or property thereafter receivable upon exercise the conversion of this Warrant. The provisions Note after the consummation of this section similarly apply to successive Reorganizationssuch reorganization, consolidation or merger.

Adjustment for Reorganization, Consolidation, Merger. (a) In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock common stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization, Consolidation, Merger. (a) In the event case of any consolidation reorganization of the Company (or any other corporation the stock or other securities of which are receivable on the exercise of the Warrant) after the date on which this Warrant is first issued (the "Issuance Date"), or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Warrantholder, upon exercise of the Warrant as provided in Section 1.2 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Corporation is a party other than a consolidation Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or merger converted the Warrant immediately prior thereto; in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case, no adjustment the terms of this Warrant, including the exercise rights or the Exercise Price provisions of Section 1.2, shall be made; provided, however, applicable to the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days shares of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of stock or other securities or property (including cash) receivable upon the exercise or conversion of the Warrant after such consummation. (b) The Company shall not effect any consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or surviving such merger or the corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument, in form and substance satisfactory to which the Warrantholder, executed and delivered in accordance with Section 5.4 hereof, the obligation to deliver to the Warrantholder such properties shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder is entitled to purchase. (c) If a purchase, tender or exchange offer is made to and assets accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to consummation of such consolidation, merger or sale the Warrantholder shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled given a reasonable opportunity to then elect to receive as a result either the stock, securities or assets then issuable upon the exercise or conversion of such Reorganization had this the Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an electionor, if any was availabledifferent, as the stock, securities or assets, or the equivalent, issued to previous holders of the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect accordance with such offer, computed as though the Warrantholder hereof had been, at the time of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securitiesoffer, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.holder

Adjustment for Reorganization, Consolidation, Merger. In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock common stock in respect of which such rights of election shall not have been exercised (“non non-electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non non-electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization, Consolidation, Merger. (a) In the event case of any consolidation reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of the Warrant) after the date on which this Warrant is first issued (the "Issuance Date"), or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Warrantholder, upon exercise of the Warrant as provided in Section 1.2 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Corporation is a party other than a consolidation Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or merger converted the Warrant immediately prior thereto; in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case, no adjustment the terms of this Warrant, including the exercise rights or the Exercise Price provisions of Sections 1.2, shall be made; provided, however, applicable to the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days shares of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of stock or other securities or property (including cash) receivable upon the exercise or conversion of the Warrant after such consummation. (b) The Company shall not effect any consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or surviving such merger or the corporation into or for the securities of which the previously outstanding stock of the company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument, in form and substance satisfactory to which the Warrantholder, executed and delivered in accordance with Section 5.4 hereof, the obligation to deliver to the Warrantholder such properties shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder is entitled to purchase. (c) If a purchase, tender or exchange offer is made to and assets accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to consummation of such consolidation, merger or sale the Warrantholder shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled given a reasonable opportunity to then elect to receive as a result either the stock, securities or assets then issuable upon the exercise or conversion of such Reorganization had this the Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an electionor, if any was availabledifferent, as the stock, securities or assets, or the equivalent, issued to previous holders of the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect accordance with such offer, computed as though the Warrantholder hereof had been, at the time of which such rights offer, a holder of election the stock, securities or assets then purchasable upon the exercise or conversion of the Warrant. As used in this paragraph (c), the term "Person" shall not have been exercised (“non electing share”) then for the purpose mean and include an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization and a government or any department or agency thereof, and an "Affiliate" of this section the kind and amount of securitiesany Person shall mean any Person directly or indirectly controlling, property controlled by or cash receivable upon under direct or indirect common control with, such Reorganization for each non electing share other Person. A Person shall be deemed to be control a corporation if such Person possesses, directly or indirectly, the kind and amount so receivable per share by a plurality power to direct or cause the direction of the non electing shares). In any casemanagement and policies of such corporation, appropriate adjustment shall be made in whether through the application ownership of the provisions herein set forth with respect to the rights and interests thereafter of the Holdervoting securities, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities by contract or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizationsotherwise.

Adjustment for Reorganization, Consolidation, Merger. In the event case of any consolidation reorganization of the Company (or merger to any other corporation the stock or other securities of which are at the Corporation is time receivable upon exercise of a party Warrant) or in case the Company (or any such other than a consolidation corporation) shall merge into or merger in which the Corporation is the continuing corporation, with or the sale consolidate with another corporation or conveyance convey all or substantially all of its assets to another corporation or enter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the property same or another corporation, then and in each such case, the Registered Holder of a Warrant, upon exercise of the Corporation as an entirety purchase right at any time after the consummation of such reorganization, consolidation, merger, conveyance or substantially as an entirety or any statutory exchange of securities with another corporation combination (including any exchange effected in connection with each case, a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”"Sale Transaction"), no adjustment of exercise rights or the Exercise Price shall be madeentitled to receive, in lieu of the Shares or other securities to which such Registered Holder would have been entitled had he exercised the purchase right immediately prior thereto, such stock and securities which such Registered Holder would have owned immediately after such event with respect to the Shares and other securities for which a Warrant may have been exercised immediate before such event had the Warrant been exercised immediate prior to such event; provided, however, that in the event of a Sale Transaction, the Company shall have the right and option on ten (10) days prior notice to the Registered Holder shall thereupon be entitled to receive call, redeem and acquire all Warrants which remain outstanding and unexercised as of the date fixed for redemption by Company in such notice at a price of $.01 per Warrant it, only if the Holder chooses to exercise the Warrant within ten days value of the notice Common Stock of the Reorganization and provision shall be made therefor Company following the occurrence of the Sale Transaction will equal or exceed $10.00 per share. In each case of an adjustment in any agreement relating to the Shares or other securities receivable upon the exercise of a ReorganizationWarrant, the kind and number Company shall promptly notify the Registered Holder of securities or property (including cash) of such adjustment. Such notice shall set forth the corporation resulting from such consolidation or surviving such merger or to facts upon which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization adjustment is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizationsbased.

Adjustment for Reorganization, Consolidation, Merger. In If (a) the event Company shall effect any recapitalization or reorganization or reclassification of the Ordinary Shares into another class of equity securities, (b) the Company shall sell, transfer or otherwise dispose of all or substantially all of its assets to any consolidation Person other than its subsidiaries or merger consolidated affiliated entities, (c) the Company shall consolidate with or merge into one or more other Persons, or (d) the Company shall effect any other similar transaction pursuant to which the Corporation is a party Ordinary Shares would be converted into or exchanged for, or would constitute solely the right to receive, cash, shares, securities or other property other than solely Ordinary Shares (each, a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “ReorganizationFundamental Transaction”), no adjustment of exercise rights or the Exercise Price shall be made; providedthen, howeverand in each such case, the Holder Holder, upon each exercise of this Warrant after such Fundamental Transaction, shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganizationreceive, the kind kind, type, proportions and number amount of cash, shares or other securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of upon such Reorganization had this Warrant been exercised Fundamental Transaction if, immediately prior to such Reorganization (and assuming Fundamental Transaction, the Holder failed to make an election, if any was available, as had exercised this Warrant with respect to the kind or amount of securitiessame Purchase Amount as such aforementioned exercise (without regard to any limitation on exercise hereof, property or cash receivable by reason of such Reorganization; provided that if including without limitation, the kind or amount of securitiesBeneficial Ownership Limitation), property or cash receivable upon such Reorganization is not the same for each share of Common Stock and references to Ordinary Shares in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share Warrant shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any caseinclude such cash, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, shares or other securities or property. If after such Fundamental Transaction, this Warrant is exercisable for securities of a Person other than the Company, then such Person shall duly execute and deliver to the Holder a supplement hereto acknowledging such Person’s obligations under this Warrant; and the terms and conditions of this Warrant shall be applicable to the cash, shares or other securities and/or property thereafter receivable upon the exercise of this Warrant. The provisions Warrant after the consummation of this section similarly apply to successive Reorganizationssuch Fundamental Transaction.

Adjustment for Reorganization, Consolidation, Merger. In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization, Consolidation, Merger. In the event case of any consolidation reorganization of the Company (or merger to any other corporation the stock or other securities of which are at the Corporation is time receivable upon exercise of a party Warrant) or in case the Company (or any such other than a consolidation corporation) shall merge into or merger in which the Corporation is the continuing corporation, with or the sale consolidate with another corporation or conveyance convey all or substantially all of its assets to another corporation or enter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the property same or another corporation, then and in each such case, the Registered Holder of a Warrant, upon exercise of the Corporation as an entirety purchase right at any time after the consummation of such reorganization, consolidation, merger, conveyance or substantially as an entirety or any statutory exchange of securities with another corporation combination (including any exchange effected in connection with each case, a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”"Sale Transaction"), no adjustment of exercise rights or the Exercise Price shall be madeentitled to receive, in lieu of the Shares or other securities to which such Registered Holder would have been entitled had he exercised the purchase right immediately prior thereto, such stock and securities which such Registered Holder would have owned immediately after such event with respect to the Shares and other securities for which a Warrant may have been exercised immediate before such event had the Warrant been exercised immediate prior to such event; provided, however, that in the event of a Sale Transaction, the Company shall have the right and option on ten (10) days prior notice to the Registered Holder shall thereupon be entitled to receive call, redeem and acquire all Warrants which remain outstanding and unexercised as of the date fixed for redemption by Company in such notice at a price of $.01 per Warrant it, only if the Holder chooses to exercise the Warrant within ten days value of the notice Common Stock of the Reorganization and provision shall be made therefor Company following the occurrence of the Sale Transaction will equal or exceed $10.00 per share. In each ease of an adjustment in any agreement relating to the Shares or other securities receivable upon the exercise of a ReorganizationWarrant, the kind and number Company shall promptly notify the Registered Holder of securities or property (including cash) of such adjustment. Such notice shall set forth the corporation resulting from such consolidation or surviving such merger or to facts upon which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization adjustment is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizationsbased.