Common use of Combination; Liquidation Clause in Contracts

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In in the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph , and (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, merges with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the such funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is shall be required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In in the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 3 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 43, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.07(b), (i) In in the event that at any time a Liquidity Event occurs, then, to the extent any Warrants will remain outstanding immediately following such Liquidity Event, as a condition of a Combination (as defined below)the consummation of the Liquidity Event, lawful and adequate provision shall be made so that each Holder Holder, upon the exercise thereof at any time on or after the consummation of the Liquidity Event, shall have be entitled to receive, and such Warrant shall thereafter represent the right to receive receive, in lieu of the Common Stock or securities, cash or other property issuable upon exercise of the Warrant prior to such consummation, the kind and amount of shares of capital stock securities, cash or other securities or property to which such Holder would have been entitled to receive upon or as a result consummation of the Liquidity Event if such Combination Holder had exercised such Warrant been exercised immediately prior thereto (whether or not currently exercisable and subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this ARTICLE IV). Subject to paragraph (b) of this Section 4.07, the Company will not effect any Liquidity Event unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided in this Agreement shall assume, by written instrument delivered to each Holder of the Warrants, the obligation to deliver to such event (subject Holder such securities or other property as in accordance with the foregoing provisions such Holder may be entitled to further adjustment receive, and such corporation or entity shall have similarly mailed or delivered to each Holder of the Warrants an opinion of counsel for such corporation or entity, reasonably satisfactory to the Required Warrant Holders, which opinion shall state that all of the outstanding Warrants, including the provisions of this ARTICLE IV, shall thereafter continue in full force and effect and shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof)hereof and thereof, together with such other matters as such Holders may reasonably request. Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under The foregoing provisions of this Section 4 4.07 shall similarly apply to successive mergers, consolidations, sales of assets, liquidations and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; recapitalizations. (iib) In the event of (xi) a Combination Liquidity Event where consideration to the all holders of the Common Stock (or any other security into which the Warrants are then exercisable) in exchange for their shares securities is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their WarrantWarrants, only such cash distributions (or, in the case of in-kind distributions upon dissolution, liquidation or winding-up of the Company, such other consideration as is being so distributed) on an equal basis with the holders of Common Stock (or any other securities issuable upon exercise of security into which the WarrantWarrants are then exercisable) in exchange for their securities, as if the Warrant Warrants had been exercised immediately prior to such eventevent (whether or not currently exercisable), less the Exercise Price. . (c) In case the event of any Combination Liquidity Event described in this Section 44.07(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Warrants are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check or wire transfer in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In in the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph clause (ii) below is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; . (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.5(b), (i) In in the event of a Combination (as defined below)any Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.5(a) and the obligations to deliver providing for adjustments that shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.5(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the CompanyCompany in which holders of Common Stock shall receive a cash payment or other consideration in respect of their shares of Common Stock, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Price (subject to adjustment in accordance with Article 4). (c) In case of any Combination described in this Section 44.5(b), the surviving or acquiring Person and, in the event of any reorganization, dissolution, liquidation or winding-up of the CompanyCompany in which holders of the Common Stock will receive a cash payment or other consideration in respect of their shares of Common Stock, the Company, shall deposit promptly with an agent the Warrant Agent, prior to the effective time of such Combination or trustee for the benefit of the Holders of such dissolution, liquidation, or winding-up, the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants. Upon the deposit of sufficient funds to fulfill the Company's obligations hereunder, which amount shall be further adjusted in accordance with subsequent changes in the terms of any Combination described herein, if any, the Warrants shall thereafter represent only the right to receive such cash payments or other consideration and the Company's obligations in respect of the Warrants shall be discharged; provided, however, that if such a deposit is made in anticipation of a Combination, such Combination must actually be consummated before the Company's obligations in respect of the Warrants shall be discharged.

Combination; Liquidation. While this Warrant is outstanding, (i) In in the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii4(b)(ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In in the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are is received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders Holder surrendering such Warrant; provided however, that the definition of a “Combination” shall not include a Terminating Event, and this Warrant shall expire upon the occurrence of a Terminating Event.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Class A Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Class A Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstandingExcept as provided in Section 4.4(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.4(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.4(a) shall similarly apply to acquiresuccessive Combinations involving any Successor Company. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (xi) a Combination where consideration to the holders Holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price or at the Company's option, cash equal to the Current Market Value of Common Stock or other securities issuable upon exercise of the Warrants, in each case, as if the Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.4(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.5(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.5(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.5(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, distributions on an equal basis with the holders of Common Stock or other securities securities, issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.5(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company Warrant Agent is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.4(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock Common Stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Company confirming the Holders' rights pursuant to this Section 4 4.4(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.4(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where in which consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.4(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit make available promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While (a) Except as provided in Section 4.07(b) and to the extent not subject to adjustment pursuant to Section 4.01 through Section 4.05 of this Warrant is outstandingARTICLE IV, (i) In in the event that at any time a Liquidity Event occurs, then, to the extent any Warrants will remain outstanding immediately following such Liquidity Event, as a condition of a Combination (as defined below)the consummation of the Liquidity Event, lawful and adequate provision shall be made so that each Holder Holder, upon the exercise thereof at any time on or after the consummation of the Liquidity Event, shall have be entitled to receive, and such Warrant shall thereafter represent the right to receive upon exercise of receive, the Warrant the kind and amount number of shares of capital stock Common Stock or other securities or property which such Holder would have been the holder of a share of Common Stock is entitled to receive upon or as a result completion of such Combination had such Warrant been exercised immediately the Liquidity Event. Subject to paragraph (b) of this Section 4.07, the Company will not effect any Liquidity Event unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided in this Agreement shall assume, by written instrument delivered to each Holder of the Warrants, the obligation to deliver to such event (subject Holder such securities or other property as in accordance with the foregoing provisions such Holder may be entitled to further adjustment receive, and such corporation or entity shall have similarly mailed or delivered to each Holder of the Warrants an Opinion of Counsel for such corporation or entity, reasonably satisfactory to the Required Warrant Holders, which opinion shall state that all of the outstanding Warrants, including the provisions of this ARTICLE IV, shall thereafter continue in full force and effect and shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof)hereof and thereof, together with such other matters as such Holders may reasonably request. Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under The foregoing provisions of this Section 4 4.07 shall similarly apply to successive mergers, consolidations, sales of assets, liquidations, and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; recapitalizations. (iib) In the event of (xi) a Combination Liquidity Event where consideration to the all holders of the Common Stock (or any other security into which the Warrants are then exercisable) in exchange for their shares securities is payable solely in cash cash, or (yii) the dissolution, liquidation liquidation, or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their WarrantWarrants, only such cash distributions (or, in the case of in-kind distributions upon dissolution, liquidation, or winding-up of the Company, such other consideration as is being so distributed) on an equal basis with the holders of Common Stock (or any other securities issuable upon exercise of security into which the WarrantWarrants are then exercisable) in exchange for their securities, as if the Warrant Warrants had been exercised immediately prior to such eventevent (whether or not currently exercisable), less the Exercise Price. . (c) In case the event of any Combination Liquidity Event described in this Section 44.07(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation liquidation, or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Warrants are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check or wire transfer in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.07(b), (i) In in the event that at any time a Liquidity Event occurs, then, to the extent any Warrants will remain outstanding immediately following such Liquidity Event, as a condition of a Combination (as defined below)the consummation of the Liquidity Event, lawful and adequate provision shall be made so that each Holder Holder, upon the exercise thereof at any time on or after the consummation of the Liquidity Event, shall have be entitled to receive, and such Warrant shall thereafter represent the right to receive upon exercise receive, in lieu of the Warrant Base Exercise Amount prior to such consummation, the kind and amount of shares of capital stock securities, cash or other securities or property to which such Holder would have been entitled to receive upon or as a result consummation of the Liquidity Event if such Combination Holder had exercised such Warrant been exercised immediately prior thereto (whether or not currently exercisable and subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this ARTICLE IV). Subject to paragraph (b) of this Section 4.07, the Company will not effect any Liquidity Event unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided in this Agreement shall assume, by written instrument delivered to each Holder of the Warrants, the obligation to deliver to such event (subject Holder such securities or other property as in accordance with the foregoing provisions such Holder may be entitled to further adjustment receive, and such corporation or entity shall have similarly mailed or delivered to each Holder of the Warrants an opinion of counsel for such corporation or entity, reasonably satisfactory to the Required Warrant Holders, which opinion shall state that all of the outstanding Warrants, including the provisions of this ARTICLE IV, shall thereafter continue in full force and effect and shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof)hereof and thereof, together with such other matters as such Holders may reasonably request. Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under The foregoing provisions of this Section 4 4.07 shall similarly apply to successive mergers, consolidations, sales of assets, liquidations and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; recapitalizations. (iib) In the event of (xi) a Combination Liquidity Event where consideration to the all holders of the Common Stock (or any other security into which the Warrants are then exercisable) in exchange for their shares securities is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their WarrantWarrants, only such cash distributions (or, in the case of in-kind distributions upon dissolution, liquidation or winding-up of the Company, such other consideration as is being so distributed) on an equal basis with the holders of Common Stock (or any other securities issuable upon exercise of security into which the Warrant, as if Warrants (c) In the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case event of any Combination Liquidity Event described in this Section 44.07(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Warrants are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check or wire transfer in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “"Combination” " means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “"Person” " means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of 31 27 consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants. (c) The provisions of this Section 4.05 shall apply to the Contingent Warrants notwithstanding that the Contingent Warrants may still be held in escrow pursuant to the Contingent Warrant Escrow Agreement. In that event, any distribution that would otherwise be made to Holders of the Contingent Warrants will be held for distribution if and when the Contingent Warrants are released from escrow for distribution to Holders of Initial Warrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) in the event of the dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive such cash distributions on an equal basis with the holders of Common Stock or other securities Securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in Section 5(d), in the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 5 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 45, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in clause (ii) below, in the event of certain consolidations or mergers of the Company, or the sale of all or substantially all of the assets of the Company to another Person (a Combination (as defined below"Combination"), each Holder shall have Warrant will thereafter be exercisable for the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property to which such Holder holder would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)thereto. Unless paragraph clause (ii) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.1(e) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.1(e) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (ii) In the event of (xA) a Combination where Combination, and, in connection therewith, the consideration payable to the holders of shares of Common Stock in exchange for their shares is payable solely in cash or (yB) the a dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the Warrants will expire and the rights of holders thereof will cease. (iii) In the case of any Combination described in this Section 4such Combination, the surviving or acquiring Person as described in this Section 4. 1 (e) and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check check, or by wire transfer of same-day funds, in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.04(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant Warrants been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 4.04(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.04(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price, if positive. In case no event shall Holders of Warrants be required to pay any amount to such Successor Company or the Company. In the event of any Combination described in this Section 44.04(b), the surviving or acquiring Person Successor Company, and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in clause (ii) below, in the event of certain consolidations, mergers or demergers of the Company, or the sale of all or substantially all of the assets of the Company to another Person (a Combination (as defined below"Combination"), each Holder shall have Warrant will thereafter be exercisable for the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property to which such Holder holder would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)thereto. Unless paragraph clause (ii) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.1(d) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.1(d) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (ii) In the event of (xA) a Combination where Combination, and, in connection therewith, the consideration payable to the holders of shares of Common Stock in exchange for their shares is payable solely in cash or (yB) the a dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the Warrants will expire and the rights of holders thereof will cease. (iii) In the case of any Combination described in this Section 4such Combination, the surviving or acquiring Person as described in this Section 4.1(d) and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check check, or by wire transfer of same-day funds, in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.4(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock Common Stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”"SUCCESSOR COMPANY") in such Combination will assume by written instrument enter into an agreement with the obligations under Company confirming the Holders' rights pursuant to this Section 4 4.4(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.4(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xI) a Combination where in which consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yII) the dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.4(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit make available promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 5.04(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock or other securities or property which that such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iiSection 5.04(b) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will expressly assume by written instrument the Company's obligations under this Agreement. The provisions of this Section 4 and the obligations 5.04(a) shall similarly apply 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iia) In the event of Upon (xi) a Combination where consideration to the holders of Common Stock or other securities issuable upon exercise of the Warrants in exchange for their shares or such other securities is payable solely in cash cash, or (yii) the dissolution, liquidation liquidation, or winding-up of the Company, the Holders each Holder shall be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 45.04(b), the surviving or acquiring Person Successor Company and, in the event of any dissolution, liquidation liquidation, or winding-up of the Company, the Company, shall deposit promptly with a bank or trust company that has an agent office in New York City, chosen by the Successor Company or trustee for the benefit Company, as applicable, and acceptable to a Majority of the Holders of the Affected Holders, funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, such bank or trust company, on the Company is required Successor Company's or the Company's behalf, shall make payment to deliver such Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrant Certificates.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check or wire transfer in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers merges with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Class A Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Class A Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of all the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered As each Warrant are is received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in clause (ii) below, in the event of certain consolidations, mergers or demergers of the Company, or the sale of all or substantially all of the assets of the Company to another Person (a Combination (as defined below"Combination"), each Holder shall have Warrant will thereafter be exercisable for the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property to which such Holder holder would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)thereto. Unless paragraph clause (ii) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Holders confirming the Holders' rights pursuant to this Section 4 4.1(d) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.1(d) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (ii) In the event of (xA) a Combination where Combination, and, in connection therewith, the consideration payable to the holders of shares of Common Stock in exchange for their shares is payable solely in cash or (yB) the a dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the Warrants will expire and the rights of holders thereof will cease. (iii) In the case of any Combination described in this Section 4such Combination, the surviving or acquiring Person as described in this Section 4.1(d) and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of pay to the Holders of the funds, if any, necessary to pay to the Holders Warrants the amounts to which they are entitled as described aboveabove upon surrender of the Warrant Certificates. After such funds and The Company shall make payment to the surrendered Warrant are receivedHolders by delivering a check, the Company is required to deliver a check or by wire transfer of same- day funds, in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.Warrants. 12 12

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common and / or preferred Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common and / or preferred Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in Section 4(d)(ii) below, in the event of a Combination (as defined below), each Holder holder of the Warrants shall have the right to receive upon exercise of the Warrant War- rants the kind and amount of shares of capital stock or other securities or property which such Holder holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument the obligations obliga- tions under this Section 4 and the obligations to deliver to the Holder holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder holder may be entitled to acquire. “The provisions of this Section 4(d)(i) shall similarly apply to successive Combinations involving any Successor Company. "Combination” " means an event in which the Company consolidates with, mergers merges with or into, or sells all or substantially all of its assets to another Person, where “"Person” " means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; . (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolutiondissolu- tion, liquidation or winding-up of the Company, the Holders holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrants, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44(d)(ii), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders holders of the Warrants the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Warrants are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.4(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock Common Stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”"SUCCESSOR COMPANY") in such Combination will assume by written instrument enter into an agreement with the obligations under Company confirming the Holders' rights pursuant to this Section 4 4.4(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.4(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where in which consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.4(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit make available promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.3(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument confirm the obligations under Holders' rights pursuant to this Section 4 4.3(a) and the obligations to deliver provide for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.3(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, distributions on an equal basis with the holders of Common Stock or other securities securities, issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.3(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-winding up of the Company, the Company, shall deposit promptly with an the Transfer Agent (or such other agent or trustee for acting in the benefit place of the Holders Transfer Agent for such dissolution, liquidation or winding up of the Corporation (the "Combination Agent") the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required to Transfer Agent (or Combination Agent, as appropriate) shall deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the surrendering Holders. (c) In the event of a combination pursuant to which Holders surrendering such Warrantbecome entitled to receive, upon exercise of the Warrants, capital stock, other securities, property, cash or other distributions pursuant to Sections 4.3(a) or 4.3(b), Holders shall not thereafter be entitled to receive Common Stock upon the exercise of the Warrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in ------------------------- Section 5.08(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 5.08(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article V. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 5.08(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Debt Securities, Preferred Stock or Common Stock in exchange for their shares principal amount or their shares, as the case may be, is payable solely in cash cash, or (yii) in the event of the dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive such cash distributions on an equal basis with the holders of Debt Securities, Preferred Stock or Common Stock or other securities Securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 45.08(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.5(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent or the Initial Warrant Agent, as applicable, confirming the Holders' rights pursuant to this Section 4 4.5(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.5(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, distributions on an equal basis with the holders of Common Stock or other securities securities, issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.5(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent the Warrant Agent or trustee for the benefit of the Holders of Initial Warrant Agent, as applicable, the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company Warrant Agent is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.02(b), (i) In in the event of a Combination, the Warrants outstanding immediately prior to the time of consummation of the Combination shall be deemed exercised immediately prior to such time and each Holder shall receive upon such deemed exercise of the Warrants, on pro rata basis with the holders of Common Stock assuming the full exercise immediately prior to the consummation of the Combination of all then outstanding Warrants (without taking into account any limitation on exercise, including the Maximum Percentage), the kind and amount of consideration given to the holders of Common Stock upon the consummation of the Combination. (b) Notwithstanding the foregoing, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s Affiliates) would beneficially own in excess of 9.99% of the total number of issued and outstanding shares of Capital Stock of the surviving or acquiring Person in the Combination (as defined belowthe “Successor Company”) (including for such purpose the shares of common stock of the Successor Company issuable upon such exercise), then (i) the Holder’s Warrants shall not be deemed to be so exercised upon such Combination to such extent (the “Unexercised Warrants”); (ii) the Company shall provide that the Successor Company will, and such Successor Company shall, enter into an agreement with the Warrant Agent concurrently with the consummation of the Combination expressly assuming the due and punctual observance and performance of each and every covenant and condition of this Agreement (with respect to the Unexercised Warrants) and each Unexercised Warrant to be performed and observed by the Company and all of the obligations and liabilities hereunder (with respect to the Unexercised Warrants) and confirming the Holders’ rights pursuant to this Agreement (with respect to the Unexercised Warrants) with respect to the Successor Company and, for the purposes of this Agreement, the definition of Company shall include any Successor Company (provided, however, that such modification shall be made to this Article IV as shall be necessary to provide for adjustments of Warrant Shares for which the Warrants are exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Agreement in respect of the Company’s Common Stock); and (iii) such Holder shall have the right to receive upon exercise of the Warrant Unexercised Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property of the Successor Company in such Combination which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant Unexercised Warrants been exercised immediately prior to such event (without taking into account any limitation on exercise, including the Maximum Percentage), subject to further adjustment in accordance with the terms hereof)any adjustments pursuant to Article IV. Unless paragraph (ii) is applicable The provisions of this Agreement shall similarly apply to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “successive Combinations involving any Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; . (iic) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender such distributions of their Warrantcash, distributions shares of stock or other securities or property on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Price (provided, however, to the extent that the Holder’s right to participate in any such distribution would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). (d) In case the event of any Combination described in this Section 44.02, the surviving or acquiring Person Successor Company and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent the Warrant Agent, simultaneously with the distribution of cash, shares of stock or trustee for other securities or property, if any, to the benefit holders of Common Stock in connection with such event, the Holders cash, shares of the fundsstock or other securities or property, if any, necessary to pay or deliver to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and cash, shares of stock or other securities or property are so deposited with the surrendered Warrant are receivedAgent, the Company is required Warrant Agent shall promptly make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) ), in accordance with this Section 4.02 to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantHolders.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Ordinary Shares or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock Ordinary Shares in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, distributions on an equal basis with the holders of Common Stock Ordinary Shares or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company Warrant Agent is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 5.5(b), (i) In in the event of a Combination (as defined below)any Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant CVRs Contingent Value Payments with respect to the kind and amount number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant CVR been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under CVR Agent confirming the Holders' rights pursuant to this Section 4 5.5(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 5. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 5.5(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall of the CVRs will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantCVRs, as if the Warrant CVRs had been exercised immediately prior to such event, less clause (b) of the Exercise Pricedefinition of Contingent Value Payment. In case of any Combination described in this Section 45.5(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of CVR Agent the funds, if any, necessary to pay to the Holders holders of the CVRs the amounts to which they are entitled as described above. After such funds and the surrendered Warrant CVR Certificates are received, the Company is required CVR Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantCVRs.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in clause (ii) ------------------------ below, in the event of certain consolidations, mergers or demergers of the Company, or the sale of all or substantially all of the assets of the Company to another Person (a Combination (as defined below"Combination"), each Holder shall have Warrant will thereafter be exercisable ----------- for the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property to which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)thereto. Unless paragraph clause (ii) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into ----------------- an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.1(e) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.1(e) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (ii) In the event of (xA) a Combination where Combination, and, in connection therewith, the consideration payable to the holders of Common Stock Shares in exchange for their shares is payable solely in cash or (yB) the a dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock Shares or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the Warrants will expire and the rights of Holders thereof will cease. (iii) In the case of any Combination described in this Section 4such Combination, the surviving or acquiring Person as described in this Section 4.1(e) and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (orcheck, in the case or consideration other than cashby wire transfer of same-day funds, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In Except as provided in clause (ii) below, in the event of certain consolidations, mergers or demergers of the Company, or the sale of all or substantially all of the assets of the Company to another Person (a Combination (as defined below"COMBINATION"), each Holder shall have Warrant will thereafter be exercisable for the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property to which such Holder holder would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)thereto. Unless paragraph clause (ii) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”"SUCCESSOR COMPANY") in such Combination will assume by written instrument enter into an agreement with the obligations under Holders confirming the Holders' rights pursuant to this Section 4 4.1(d) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.1(d) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (ii) In the event of (xA) a Combination where Combination, and, in connection therewith, the consideration payable to the holders of shares of Common Stock in exchange for their shares is payable solely in cash or (yB) the a dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the Warrants will expire and the rights of holders thereof will cease. (iii) In the case of any Combination described in this Section 4such Combination, the surviving or acquiring Person as described in this Section 4.1(d) and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of pay to the Holders of the funds, if any, necessary to pay to the Holders Warrants the amounts to which they are entitled as described aboveabove upon surrender of the Warrant Certificates. After such funds and The Company shall make payment to the surrendered Warrant are receivedHolders by delivering a check, the Company is required to deliver a check or by wire transfer of same- day funds, in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstandingExcept as provided in clause (ii) below, (i) In in the event of certain consolidations, mergers or demergers of the Company, or the sale of all or substantially all of the assets of the Company to another Person (a Combination (as defined below"Combination"), each Holder shall have Warrant will thereafter be exercisable for the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property to which such Holder holder would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)thereto. Unless paragraph clause (ii) is applicable to a Combination, if any Warrants shall be outstanding after a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Holders confirming the Holders' rights pursuant to this Section 4 4.1(d) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.1(d) shall similarly apply to acquiresuccessive Combinations involving any Successor Company. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (xA) a Combination where Combination, and, in connection therewith, the consideration payable to the holders of shares of Common Stock in exchange for their shares is payable solely in cash or (yB) the a dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the Warrants will expire and the rights of holders thereof will cease. In the case of any Combination described in this Section 4such Combination, the surviving or acquiring Person as described in this Section 4.1(d) and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of pay to the Holders of the funds, if any, necessary to pay to the Holders Warrants the amounts to which they are entitled as described aboveabove upon surrender of the Warrant Certificates. After such funds and The Company shall make payment to the surrendered Warrant are receivedHolders by delivering a check, the Company is required to deliver a check or by wire transfer of same-day funds, in such amount as is appropriate (or, in 11 the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, distributions on an equal basis with the holders of Common Stock or other securities securities, issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company Warrant Agent is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants. (c) The Warrants are being issued by the Company as the surviving corporation in the Merger, and the provisions of this Section 4.05 shall not apply to the Merger.

Combination; Liquidation. While this Warrant is outstanding, (ia) No Combination shall be effected without the approval of the Holders of a majority of the Warrants. In the event that any Combination shall be effected without such approval of the Holders, then the Warrants shall vest 100% and be exercisable as of immediately prior to the effectiveness of any such Combination and without regard to the Consolidated EBITDA for any Consolidated EBITDA Measuring Period ending on or prior to effectiveness of such Combination. In the event that such Holders shall have approved any such Combination, and unless the Holders of a Combination (majority of the Warrants shall have agreed to a different treatment, then, except as defined below)provided in Section 5.04(b) hereof, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iiSection 5.04(b) hereof is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Holders confirming the Holders' rights pursuant to this Section 4 5.04(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder adjustments provided for in this Article 5. The provisions of this Section 5.04(a) shall similarly apply to successive Combinations involving any Successor Company. In the event of any such shares of stock, securities or assets as, in accordance with the foregoing provisionsCombination, the Holder may Consolidated EBITDA applicable for purposes of the Warrants shall be entitled to acquire. “Combination” means an event in which determined for business of the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Company (iib) In the event of (xi) a Combination where consideration to the holders Holders of Series B Preferred Stock or Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Series B Preferred Stock or Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. . (c) In case of any Combination described in this Section 45.04(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for shall, after the benefit of the Holders of the fundssurrendered Warrant Certificates are received, if any, necessary to pay make payment to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants. (d) This Section 5.04 will be of no force or effect to the extent all Warrants have been exercised for Series B Preferred Stock or Common Stock.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section ------------------------ ------- 5.04(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to ------- receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph clause (iib) below is applicable to a ---------- Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with ----------------- the obligations under Holders confirming the Holders' rights pursuant to this Section 4 5.04(a) and the obligations to deliver --------------- providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 5. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled --------- this Section 5.04(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving --------------- any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders Holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall holders of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. . (c) In case of any Combination described in this Section 45.04(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for shall, after the benefit of the Holders of the fundssurrendered Warrant Certificates are received, if any, necessary to pay make payment to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants. (d) This Section 5.04 will be of no force or effect to the extent all ------------ Warrants have been exercised for Common Stock.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 5.5(b) and unless the escrowed Warrants have already been released from the escrow and returned to the Company for cancellation pursuant to Section 4.2(c)(ii) or 4.3(b) at the time of the consummation of any Combination, (i) In in the event of a Combination (as defined below)any Combination, each Holder shall have upon consummation of any Combination, the right to receive upon exercise escrowed Warrants of the Warrant Holders shall be released from the kind escrow, and amount the Holders shall receive new warrants in exchange for their escrowed Warrants and the new warrants shall be immediately exercisable for such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 5.5(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 5. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 5.5(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iic) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable partly or solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. ; provided that if the consideration to holders of Common Stock in connection with a Combination is payable only partly in cash, with respect to the cash portion of the consideration, the Holders of the Warrants will receive cash distributions on a pro rata basis, and with respect to the non-cash portion of the consideration, the Holders of the Warrants shall receive new warrants as provided in Section 5.5(a). (d) In case of any Combination described in this Section 45.5(c), the surviving or acquiring Person andPerson, and in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make prompt payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations 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. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant Warrants been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article IV. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price, if positive. In case no event shall Holders of Warrants be required to pay any amount to such Successor Company or the Company. In the event of any Combination described in this Section 44.05(b), the surviving or acquiring Person Successor Company and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 5.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right fight to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Common Stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with event, less the terms hereof)Exercise Price. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders' rights pursuant to this Section 4 5.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Section 5. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 5.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrants, distributions on an equal basis with the holders of Common Stock or other securities securities, issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 45.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, Company shall deposit promptly with an agent or trustee for the benefit (and in any event within three Business Days of the Holders of the funds, if any, necessary to receipt thereof) pay to the Holders each Holder the amounts to which they are entitled as described above. After such Holder shall be entitled, by same-day funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate wire transfer (or, in the case or of consideration other than cash, to deliver such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.05(b), (i) In in the event of a Combination (as defined below)Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock or other securities or property which such Holder the Holders would have been entitled to receive upon or as a result of such Combination had such Warrant the Warrants been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iiSection 4.05(b) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “"Successor Company”") in such Combination will assume by written instrument enter into an agreement confirming the obligations under Holders' rights pursuant to this Section 4 4.05(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.05(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receive, upon surrender of their WarrantWarrant Certificates, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an independent agent or trustee appointed for the benefit of the Holders of such purpose the funds, if any, necessary to pay to the Holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are Certificate is received, the Company such agent is required to deliver a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.)

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.5(b), (i) In in the event of a Combination (as defined below)any Combination, each Holder the Holders shall have the right to receive upon exercise of the Warrant the kind and amount Warrants such number of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof)event. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 4.5(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder such shares adjustments provided for in this Article 4. The provisions of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled this Section 4.5(a) shall similarly apply to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash cash, or (yii) the dissolution, liquidation or winding-up of the Company, then the Holders shall of the Warrants will be entitled to receive, upon surrender of their Warrant, receive distributions on an equal basis with the holders of the Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 44.5(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Certificates are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants. Upon the deposit of sufficient funds to fulfill the Company’s obligations hereunder, which amount shall be further adjusted in accordance with subsequent changes in the terms of any Combination described herein, if any, the Warrants shall thereafter represent only the right to receive such cash payments or other consideration and the Company’s obligations in respect of the Warrants shall be discharged; provided, however, that if such a deposit is made in anticipation of a Combination, such Combination must actually be consummated before the Company’s obligations in respect of the Warrants shall be discharged.

Combination; Liquidation. While this Warrant is outstanding(a) Except as provided in Section 4.06(b), (i) In in the event of a Combination (as defined below)Combination, each Holder shall have the right to receive upon exercise of the Warrant Warrants the kind and amount of shares of capital stock Capital Stock or other securities or property which such Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject or to further adjustment in accordance with the terms hereof)relevant record date for any such entitlement. Unless paragraph (iib) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument enter into an agreement with the obligations under Warrant Agent confirming the Holders’ rights pursuant to this Section 4 4.06(a) and the obligations to deliver providing for adjustments, which shall be as nearly equivalent as may be practicable to the Holder adjustments provided for in this Article 4; provided, however, that prior to entering into such shares of stock, securities or assets as, in accordance with the foregoing provisionsagreement, the Holder may Warrant Agent shall not be entitled deemed to acquirehave any knowledge of any such Combination or other event. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all The provisions of its assets this Section 4.05(a) shall similarly apply to another Person, where “Person” means successive Combinations involving any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; Successor Company. (iib) In the event of (xi) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (yii) the dissolution, liquidation or winding-up of the Company, the Holders of the Warrants shall be entitled to receivereceive from the Company, upon surrender of their WarrantWarrant Certificates, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the WarrantWarrants, as if the Warrant Warrants had been exercised immediately prior to such event, less the Exercise Price. In case the event of any Combination described in this Section 44.06(b), when necessary to comply with this Warrant Agreement, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of Warrant Agent all funds to be paid to the Holders of the funds, if any, necessary to pay to the Holders Warrants in the amounts to which they are entitled as described above. After such funds and funds, the surrendered Warrant Certificates and written instructions from the Company or any surviving or acquiring Person are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check in such amount as is appropriate pursuant to the written instructions received by it (or, in the case or of consideration other than cash, such other consideration as is appropriatepursuant to the written instructions received by it) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.

Combination; Liquidation. While this Warrant is outstanding, (ia) In the event that at any time a Liquidity Event occurs, then, to the extent any Warrants will remain outstanding immediately following such Liquidity Event, as a condition of a Combination (as defined below)the consummation of the Liquidity Event, lawful and adequate provision shall be made so that each Holder Holder, upon the exercise thereof at any time on or after the consummation of the Liquidity Event, shall have be entitled to receive, and such Warrant shall thereafter represent the right to receive upon exercise of receive, the Warrant the kind and amount number of shares of capital stock Common Stock or other securities or property which such Holder would have been the holder of a share of Common Stock is entitled to receive upon or as a result completion of such Combination had such Warrant been exercised immediately prior the Liquidity Event. Subject to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (iib) is applicable to a Combinationof this Section 4.06, the Company will not effect any Liquidity Event unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided in this Agreement shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume assume, by written instrument delivered to each Holder of the obligations under this Section 4 and Warrants, the obligations obligation to deliver to the such Holder such shares of stock, securities or assets as, other property as in accordance with the foregoing provisions, the provisions such Holder may be entitled to acquirereceive. “Combination” means an event in which the Company consolidates withThe foregoing provisions of this Section 4.06 shall similarly apply to successive mergers, mergers with or intoconsolidations, or sells all or substantially all sales of its assets to another Personassets, where “Person” means any individualliquidations, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; and recapitalizations. (iib) In the event of (xi) a Combination Liquidity Event where consideration to the all holders of the Common Stock (or any other security into which the Warrants are then exercisable) in exchange for their shares securities is payable solely in cash cash, or (yii) the dissolution, liquidation liquidation, or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their WarrantWarrants, such cash distributions (or, in the case of in-kind distributions upon dissolution, liquidation, or winding-up of the Company, such other consideration as is being so distributed) on an equal basis with the holders of Common Stock (or any other securities issuable upon exercise of security into which the WarrantWarrants are then exercisable) in exchange for their securities, as if the Warrant Warrants had been exercised immediately prior to such eventevent (whether or not currently exercisable), less the Exercise Price. . (c) In case the event of any Combination Liquidity Event described in this Section 44.06(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation liquidation, or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of Warrant Agent the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant Warrants are received, the Company is required Warrant Agent shall make payment to deliver the Holders by delivering a check or wire transfer in such amount as is appropriate (or, in the case or of consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such WarrantWarrants.