Common use of Adjustments for Merger or Consolidation Clause in Contracts

Adjustments for Merger or Consolidation. (a) If during the Warrant Term a Change of Control or plan or proposal with respect thereto is publicly announced or occurs, and the Acquiring Person (as defined in the Securities Purchase Agreement) (or its direct or indirect parent entity) does not have a class of common equity securities listed or admitted for trading on any securities exchange or over-the-counter or other organized market, whether U.S. or not, then this Warrant shall terminate upon the effective date of a Change of Control; provided that between the date such Change of Control is announced and the effective date of the Change of Control, but not thereafter, the Holder shall have the right to submit to the Company an exercise notice (which exercise notice may, at the Holder’s option, specify that the exercise and payment of the Exercise Price shall occur simultaneously with, and be contingent upon, the occurrence of the Change of Control) in accordance with the terms and conditions of this Warrant; provided, however, that so long as the Company has provided the Holder with at least five (5) Business Days (as defined in the Securities Purchase Agreement) advance written notice of the effective date for the Change of Control, the Company shall not be required to postpone such closing date in order to facilitate the closing of the exercise. (b) If during the Warrant Term a Change of Control or plan or proposal with respect thereto is publicly announced or occurs, and the Acquiring Person (or its direct or indirect parent entity) has a class of common equity securities listed or admitted for trading on any securities exchange or over-the-counter or other organized market, whether U.S. or not, then: (i) Between the date such Change of Control is announced and the effective date of the Change of Control, the Holder shall have the right to submit to the Company an exercise notice (which exercise notice may, at the Holder’s option, specify that the exercise and payment of the Exercise Price shall occur simultaneously with, and be contingent upon, the occurrence of the Change of Control) in accordance with the terms and conditions of this Warrant; provided, however, that so long as the Company has provided the Holder with at least five (5) Business Days advance written notice of the effective date for the Change of Control, the Company shall not be required to postpone such closing date in order to facilitate the closing of the exercise; (ii) The Company shall not enter into an agreement with the Acquiring Person resulting in such Change of Control unless such agreement expressly obligates the Acquiring Person to assume all of the Company’s obligations under this Warrant; and (iii) In the event that any portion of this Warrant remains unexercised upon consummation of the Change of Control, the Holder shall thereafter automatically have equivalent rights with respect to the Acquiring Person, and from and after the effective date of the Change of Control and regardless of whether the Acquiring Person expressly assumes the Company’s obligations: (A) all references to the Company in this Warrant shall be references to the Acquiring Person, (B) all references to Common Stock in this Warrant shall be references to the securities for which the Common Stock are exchanged in the Change of Control (or if none, the most widely-held class of common equity securities of the Acquiring Person), (C) the Exercise Price shall be adjusted, employing the methodology set forth in the example(s) on Annex I hereto, to equal the Exercise Price as in effect immediately prior to the Change of Control multiplied by a fraction, (1) the numerator of which is the volume-weighted average price, calculated to the nearest ten thousandth (i.e., four decimal places (.xxxx)), of the securities for which Common Stock is exchanged in the Change of Control (or if none, the most widely-held class of voting common equity securities of the Acquiring Person), and (2) the denominator of which is the Daily Market Price of the Company, in the case of (1) and (2) determined as of the Business Day immediately preceding and excluding the date on which the Change of Control is consummated. For purposes of this Warrant, “Daily Market Price” has the meaning given in the Securities Purchase Agreement, substituting references to the “Holder” for the “Purchaser,” and

Adjustments for Merger or Consolidation. (a) If during the Warrant Term a Change of Control or plan or proposal with respect thereto is publicly announced or occurs, and the Acquiring Person (as defined in the Securities Purchase Agreement) (or its direct or indirect parent entity) does not have a class of common equity securities listed or admitted for trading on any securities exchange or over-the-counter or other organized market, whether U.S. or not, then this Warrant shall terminate upon the effective date of a Change of Control; provided that between the date such Change of Control is announced and the effective date of the Change of Control, but not thereafter, the Holder shall have the right to submit to the Company an exercise notice (which exercise notice may, at the Holder’s option, specify that the exercise and payment of the Exercise Price shall occur simultaneously with, and be contingent upon, the occurrence of the Change of Control) in accordance with the terms and conditions of this Warrant; provided, however, that so long as the Company has provided the Holder with at least five (5) Business Days (as defined in the Securities Purchase Agreement) advance written notice of the effective date for the Change of Control, the Company shall not be required to postpone such closing date in order to facilitate the closing of the exercise. (b) If during the Warrant Term a Change of Control or plan or proposal with respect thereto is publicly announced or occurs, and the Acquiring Person (or its direct or indirect parent entity) has a class of common equity securities listed or admitted for trading on any securities exchange or over-the-counter or other organized market, whether U.S. or not, then: (i) Between the date such Change of Control is announced and the effective date of the Change of Control, the Holder shall have the right to submit to the Company an exercise notice (which exercise notice may, at the Holder’s option, specify that the exercise and payment of the Exercise Price shall occur simultaneously with, and be contingent upon, the occurrence of the Change of Control) in accordance with the terms and conditions of this Warrant; provided, however, that so long as the Company has provided the Holder with at least five (5) Business Days advance written notice of the effective date for the Change of Control, the Company shall not be required to postpone such closing date in order to facilitate the closing of the exercise; (ii) The Company shall not enter into an agreement with the Acquiring Person resulting in such Change of Control unless such agreement expressly obligates the Acquiring Person to assume all of the Company’s obligations under this Warrant; and (iii) In the event that any portion of this Warrant remains unexercised upon consummation of the Change of Control, the Holder shall thereafter automatically have equivalent rights with respect to the Acquiring Person, and from and after the effective date of the Change of Control and regardless of whether the Acquiring Person expressly assumes the Company’s obligations: (A) all references to the Company in this Warrant shall be references to the Acquiring Person, (B) all references to Common Stock in this Warrant shall be references to the securities for which the Common Stock are exchanged in the Change of Control (or if none, the most widely-held class of common equity securities of the Acquiring Person), (C) the Exercise Price shall be adjusted, employing the methodology set forth in the example(s) on Annex I hereto, to equal the Exercise Price as in effect immediately prior to the Change of Control multiplied by a fraction, (1) the numerator of which is the volume-weighted average price, calculated to the nearest ten thousandth (i.e., four decimal places (.xxxx)), of the securities for which Common Stock is exchanged in the Change of Control (or if none, the most widely-held class of voting common equity securities of the Acquiring Person), and (2) the denominator of which is the Daily Market Price of the Company, in the case of (1) and (2) determined as of the Business Day immediately preceding and excluding the date on which the Change of Control is consummated. For purposes of this Warrant, “Daily Market Price” has the meaning given in the Securities Purchase Agreement, substituting references to the “Holder” for the “Purchaser,” and