Common use of Changes in Control Clause in Contracts

Changes in Control. (i) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is made by the Holder in connection with a Change in Control or similar liquidity event, such exercise may at the election of the Holder be conditioned upon consummation of such Change in Control or similar liquidity event, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation thereof. In the event of a Change in Control in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Change in Control, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Change in Control, equivalent in value to that which a holder of the Warrant Shares deliverable upon exercise of this Warrant would have been entitled in such Change in Control if the right to purchase the Warrant Shares hereunder had been exercised immediately prior to such Change in Control. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Change in Control to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any Warrant Shares or other securities deliverable after that event upon the exercise of this Warrant. (ii) In the event of a Change in Control in which shares of the Company’s stock are exchanged for cash and any of the Warrant Shares are unexercisable, the unexercisable portion of the Warrant shall be exchanged for a right to receive a proportionate amount of cash consideration that shall be paid upon achievement of the conditions set forth in Schedule 1 and in proportion to the number of Warrant Shares that would have become exercisable had the Warrant been outstanding at the time of achievement of each such set of conditions.

Changes in Control. For the purposes of this Agreement, a “Change of Control” shall be deemed to have taken place if : (i) Notwithstanding any other provision hereofperson, if an exercise including a “group” as defined in Section 13(d)(3) of any portion the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Warrant is made by Agreement, having 50% or more of the Holder in connection with a Change in Control or similar liquidity event, such exercise combined voting power of the then outstanding securities of the Company that may at be cast for the election of the Holder be conditioned upon consummation of such Change in Control or similar liquidity event, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation thereof. In the event of a Change in Control in which shares directors of the Company’s stock are converted into Company or exchanged for securities, cash or other property, then, as a part of such Change in Control, lawful provision shall be made so that (ii) the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property persons who were directors of the successor corporation resulting from Company before such Change in Control, equivalent in value transactions shall cease to that which constitute a holder majority of the Warrant Shares deliverable upon exercise of this Warrant would have been entitled in such Change in Control if the right to purchase the Warrant Shares hereunder had been exercised immediately prior to such Change in Control. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Change in Control to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any Warrant Shares or other securities deliverable after that event upon the exercise of this WarrantCompany. (a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the “Change of Control Date”), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to the terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the expiration date of this Agreement (which date shall then become the “Change of Control Termination Date”) to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) In the event of a Change in Control in which shares of the Company’s stock are exchanged for cash and any of the Warrant Shares are unexercisable, the unexercisable portion of the Warrant shall be exchanged for a right to receive a proportionate amount of cash consideration that shall be paid upon achievement of the conditions pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in Schedule 1 and in proportion effect on the Change of Control Date. (c) The Company hereby agrees that, if Change of Control occurs prior to the number termination of Warrant this Agreement, any Shares that would have owned by the Executive shall become exercisable had the Warrant been outstanding at the time of achievement of each such set of conditionsregistered.