Common use of Corporate Reorganization Clause in Contracts

Corporate Reorganization. (a) Without limiting any of the provisions hereof, if any: (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation (each of (i)-(vi) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Shares issuable upon exercise of the Warrants held by such Holder, shares of stock in the surviving or acquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Holder’s warrants to purchase such number of shares, where the value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 hereto, is at least equivalent to the aggregate value of the Warrants held by such Holder immediately prior to such Corporate Reorganization, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrant, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 hereto. For the avoidance of doubt, if the surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article 1.6 and Appendix 2 hereto. (b) Appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall use its commercially reasonable best efforts to ensure that prior to or simultaneously with the consummation of a Corporate Reorganization, the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and Holder to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Article 1.6 shall similarly apply to successive Corporate Reorganizations. If the Company, in spite of using its commercially reasonable best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall pay or cause to be paid to Holder, prior to or contemporaneously with the consummation of any such Corporate Reorganization, an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 3 hereto. Such payment shall be made in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp Appendix 3 hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction, in the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to Holder shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholders.

Corporate Reorganization. (aA) Without limiting any of the other provisions hereof, if any: any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation (each of (i)-(vi) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Shares issuable upon exercise of the Warrants held by such Holder, shares of stock in the surviving or acquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Holder’s warrants to purchase such number of shares, where the value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 hereto, is at least equivalent to the aggregate value of the Warrants held by such Holder immediately prior to such Corporate Reorganization, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrant, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 hereto. For the avoidance of doubt, if the surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article Section 1.6 and Appendix 2 hereto. (bB) Appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall use its commercially reasonable best efforts to ensure that prior to or simultaneously with the consummation of a Corporate Reorganization, the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and Holder the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Article Section 1.6 shall similarly apply to successive Corporate Reorganizations. If the Company, in spite of using its commercially reasonable best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall pay or cause to be paid to Holderthe Holders, prior to or contemporaneously with the consummation of any such Corporate Reorganization, an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 3 hereto. Such payment shall be made in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix 3 hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction, in . In the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to Holder the Holders shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholders.

Corporate Reorganization. (aSubject to an automatic cashless exercise in the event of a Qualified Change of Control pursuant to Section 2(g) Without limiting any of the provisions hereof, in which case this Section 5(e) shall be inapplicable, if any: any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) acquires, directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation (each of (i)-(vi) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares issuable upon exercise of the Warrants held by such Warrant Holder, shares of stock in the surviving or acquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Warrant Holder’s warrants to purchase such number of shares, where the value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 (A) hereto, is at least equivalent to the aggregate value of the Warrants held by such Holder immediately prior to such Corporate ReorganizationWarrant Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 (B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the WarrantWarrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 (A) hereto. For the avoidance of doubt, if the surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article 1.6 Section 5(e) and Appendix 2 (A) hereto. (b) Appropriate . Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall use its commercially reasonable best efforts to ensure that not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation of a Corporate Reorganization, thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and Holder the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Article 1.6 Section 5(e) shall similarly apply to successive Corporate Reorganizations. If the Company, in spite of using its commercially reasonable best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall pay or cause to be paid to Holder, prior to or contemporaneously with the consummation of any such Corporate Reorganization, Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 3 (B) hereto. Such payment shall be made in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix 3 (B) hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction, in . In the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to Holder the Warrant Holders shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholders.

Corporate Reorganization. (a) Without limiting any of the other provisions hereof, if any: any (i) capital reorganization; (ii) reclassification of the capital stock of the CompanyCompany or compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged for other securities, cash or property; (iii) merger, consolidation or consolidation, reorganization or other similar transaction or series of related transactions which results in the voting securities Shares of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganizationtransaction; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyCompany and its subsidiaries taken as a whole; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 5035% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock Shares and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 5035% or more of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation Company, (vii) tender offer or exchange offer (whether by the Company or another Person) pursuant to which all or substantially all of the holders of Shares are permitted to tender or exchange their shares for other securities, cash or property (each of (i)-(vii)-(vii) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares issuable upon exercise of the Warrants held by such HolderWarrant Holder (without regard to any limitations on exercise contained in such Warrants), shares of voting stock in such successor entity, surviving entity or entity purchasing or otherwise acquiring such assets in the surviving or acquiring entity Corporate Reorganization (“Acquirer”), as the case may be, the “Acquirer”), such that the aggregate value of the Warrant Holder’s warrants to purchase such number of shares, shares of the Acquirer (where the value of each new a warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 (A) hereto, ) is at least equivalent to the aggregate value of the Warrants held by such Warrant Holder immediately prior to such Corporate Reorganization, (where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 (B) hereto). Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the WarrantWarrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 (A) hereto. For the avoidance of doubt, if the successor, surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article 1.6 Section 5(d) and Appendix 2 (A) hereto. (b) Appropriate . Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall use its commercially reasonable best efforts to ensure that not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation of a Corporate Reorganization, thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and Holder the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Article 1.6 Section 5(d) shall similarly apply to successive Corporate Reorganizations. If Notwithstanding anything to the Companycontrary hereunder, in spite of using its commercially reasonable best efforts, is unable to cause these Warrants to continue in full force and effect until if the Expiration Date in connection with any Corporate Reorganization, then is (1) a transaction where the Company shall pay or cause to be consideration paid to Holderthe holders of the Shares consists of cash, prior to (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or contemporaneously with (3) a Corporate Reorganization involving a person or entity not traded on the consummation New York Stock Exchange, the NYSE Alternext (formerly the American Stock Exchange), the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market, at the request of any the Warrant Holder delivered before the ninetieth (90th) day after such Corporate Reorganization, the Company (or the Acquirer) shall purchase this Warrant from the Warrant Holder by paying to the Warrant Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Corporate Reorganization), cash in an amount per equal to the aggregate value of this Warrant, where the value of each Warrant to purchase one share in the Company that Warrant Share is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 3 hereto. Such (B) hereto and such valuation and payment shall be made without regard to any limitations on exercise contained in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp Appendix 3 hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction, in the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to Holder shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholdersthis Warrant.

Corporate Reorganization. (a) Without limiting any of the other provisions hereof, if any: any (i) capital reorganization; (ii) reclassification of the capital stock of the CompanyCompany or compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged for other securities, cash or property; (iii) merger, consolidation or consolidation, reorganization or other similar transaction or series of related transactions which results in the voting securities Shares of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganizationtransaction; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyCompany and its subsidiaries taken as a whole; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 5035% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock Shares and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 5035% or more of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation Company, (vii) tender offer or exchange offer (whether by the Company or another Person) pursuant to which all or substantially all of the holders of Shares are permitted to tender or exchange their shares for other securities, cash or property (each of (i)-(vii)-(vii) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares issuable upon exercise of the Warrants held by such HolderWarrant Holder (without regard to any limitations on exercise contained in such Warrants), shares of voting stock in such successor entity, surviving entity or entity purchasing or otherwise acquiring such assets in the surviving or acquiring entity Corporate Reorganization (“Acquirer”), as the case may be, the “Acquirer”), such that the aggregate value of the Warrant Holder’s warrants to purchase such number of shares, shares of the Acquirer (where the value of each new a warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 (A) hereto, ) is at least equivalent to the aggregate value of the Warrants held by such Warrant Holder immediately prior to such Corporate Reorganization, (where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 (B) hereto). Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the WarrantWarrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 (A) hereto. For the avoidance of doubt, if the successor, surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article 1.6 Section 5(d) and Appendix 2 (A) hereto. (b) Appropriate . Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall use its commercially reasonable best efforts to ensure that not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation of a Corporate Reorganization, thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and Holder the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Article 1.6 Section 5(d) shall similarly apply to successive Corporate Reorganizations. If Notwithstanding anything to the Companycontrary hereunder, in spite of using its commercially reasonable best efforts, is unable to cause these Warrants to continue in full force and effect until if the Expiration Date in connection with any Corporate Reorganization, then is (1) a transaction where the Company shall pay or cause to be consideration paid to Holderthe holders of the Shares consists of cash, prior to (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or contemporaneously with (3) a Corporate Reorganization involving a person or entity not traded on the consummation New York Stock Exchange, the NYSE Alternext (formerly the American Stock Exchange), the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market, at the request of any the Warrant Holder delivered before the ninetieth (90th) day after such Corporate Reorganization, the Company (or the Acquirer) shall purchase this Warrant from the Warrant Holder by paying to the Warrant Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Corporate Reorganization), cash in an amount per equal to the aggregate value of this Warrant, where the value of each Warrant to purchase one share in the Company that Warrant Share is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 3 (B) hereto. Such payment shall be made in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp Appendix 3 hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction, in the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to Holder shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholders.

Corporate Reorganization. (a) Without limiting any of the other provisions hereof, if any: any (i) capital reorganization; (ii) reclassification of the capital stock of the CompanyCompany or compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged for other securities, cash or property; (iii) merger, consolidation or consolidation, reorganization or other similar transaction or series of related transactions which results in the voting securities Shares of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganizationtransaction; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyCompany and its subsidiaries taken as a whole; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 5035% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock Shares and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 5035% or more of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation Company, (vii) tender offer or exchange offer (whether by the Company or another Person) pursuant to which all or substantially all of the holders of Shares are permitted to tender or exchange their shares for other securities, cash or property (each of (i)-(vii)-(vii) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares issuable upon exercise of the Warrants held by such HolderWarrant Holder (without regard to any limitations on exercise contained in such Warrants), shares of voting stock in such successor entity, surviving entity or entity purchasing or otherwise acquiring such assets in the surviving or acquiring entity Corporate Reorganization (“Acquirer”), as the case may be, the “Acquirer”), such that the aggregate value of the Warrant Holder’s warrants to purchase such number of shares, shares of the Acquirer (where the value of each new a warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 (A) hereto, ) is at least equivalent to the aggregate value of the Warrants held by such Warrant Holder immediately prior to such Corporate Reorganization, (where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 (B) hereto). Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the WarrantWarrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 (A) hereto. For the avoidance of doubt, if the successor, surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article 1.6 Section 5(c) and Appendix 2 (A) hereto. (b) Appropriate . Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall use its commercially reasonable best efforts to ensure that not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation of a Corporate Reorganization, thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and Holder the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Article 1.6 Section 5(c) shall similarly apply to successive Corporate Reorganizations. If Notwithstanding anything to the Companycontrary hereunder, in spite of using its commercially reasonable best efforts, is unable to cause these Warrants to continue in full force and effect until if the Expiration Date in connection with any Corporate Reorganization, then is (1) a transaction where the Company shall pay or cause to be consideration paid to Holderthe holders of the Shares consists of cash, prior to (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or contemporaneously with (3) a Corporate Reorganization involving a person or entity not traded on the consummation New York Stock Exchange, the NYSE MKT (formerly the American Stock Exchange), the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market, at the request of any the Warrant Holder delivered before the ninetieth (90th) day after such Corporate Reorganization, the Company (or the Acquirer) shall purchase this Warrant from the Warrant Holder by paying to the Warrant Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Corporate Reorganization), cash in an amount per equal to the aggregate value of this Warrant, where the value of each Warrant to purchase one share in the Company that Warrant Share is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 3 hereto. Such (B) hereto and such valuation and payment shall be made without regard to any limitations on exercise contained in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp Appendix 3 hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction, in the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to Holder shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholdersthis Warrant.