Common use of Merger, Consolidation, Etc Clause in Contracts

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case If any capital reorganization or reclassification of any the capital stock of the Company, or consolidation or merger of the Company with or into any other entity another corporation, or the sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”)to another corporation shall be effected, then, as a condition of such Changereorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions provision shall be made whereby the Registered Holders Holder of the Warrant shall thereafter have the right to purchase and receive upon payment on exercise of the such Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the WarrantsWarrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common StockStock equal to the number of shares such Common Stock immediately, theretofore purchasable and receivable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of the Warrant to the end that the provisions of this Agreement (including, without limitation, provision for adjustment of the number of shares issuable upon the exercise of the Warrant) shall thereafter be applicable as nearly as may be in relation to any shares of stock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening thereafter deliverable upon exercise of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive ChangesWarrant. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days not effect any such consolidation, merger or sale, unless, prior to or simultaneously with the applicable record date for consummation thereof, the Change covered successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by this Section 4.3(a) and shall provide notice written instrument acceptable to the Holder, the obligation to deliver to the Holder of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of Warrant such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock stock, securities or other securities in exchange for their Common Stockasset as, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall foregoing provisions, the Holder would be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant entitled to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Changepurchase.

Merger, Consolidation, Etc. (ai) In case of any merger of event when (A) any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside of the ordinary course of businessto another person (unless, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (subsequent to such merger, saleconsolidation or the transaction, conveyancethe Company is the surviving entity and has reporting obligations under the Exchange Act as a result of having common equity securities outstanding, in which case, this Section shall not apply with respect to such merger, consolidation or reorganization other transaction)(such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, as a condition upon exercise of such Change, lawful and adequate provisions shall be made whereby each Warrant at any time after the Registered Holders shall thereafter have the right to receive upon payment consummation of the Warrant Price in effect immediately Change but prior to such Changethe Expiration Date, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the WarrantsWarrant prior to such Change, the Holder shall be entitled to receive such shares of Common Stockstock, securities, cash cash, assets or assets any other property whatsoever (including warrants or other purchase or subscription rights) which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (bii) Notwithstanding the foregoing, but subject to the following sentence, if as a result Holder of a Warrant so elects by giving written notice thereof to the Company on or before the day immediately preceding the date of the consummation of such Change, holders the Holder shall not be required to make any payment upon exercise of the Company’s Common Stock Warrant, and shall be entitled to receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stock, from the Company may, at its option, fulfill its obligation hereunder by causing or the notice required by Section 4.3(a) hereof to include notice to Registered Holders Acquirer (in lieu of the opportunity adjustment provided for in Section 11(d)(i) above) a cash amount equal to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares Black-Scholes Value of the same class as Warrant (the shares acquired “Cash-Out Option”) upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation surrender of the Change shall be cancelled and become null and void on the effective date of the ChangeWarrant Certificate representing such Warrant. The notice provided by right of a Holder to elect the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein Cash-Out Option shall not affect be available if (A) the validity payment or offering of any such Change.Cash-Out Option would

Merger, Consolidation, Etc. If (aA) In case of any merger of person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the ordinary course Company immediately prior to the transaction constitute at least a majority of businessthe stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or similar reorganization, including, but not limited to, in connection with the formation of a holding company other transaction) (such merger, sale, conveyance, consolidation or reorganization other transaction referred to hereinafter as a “Change”), then, as a condition upon exercise of such Changethis Warrant at any time after the consummation of the Change but prior to the Expiration Date, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment in lieu of the Warrant Price in effect immediately Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, upon the basis and upon the terms and conditions specified in this Holder shall be entitled to receive such Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, Shares or other securities, cash cash, assets or assets any other property whatsoever which such Registered Holder would have been entitled to receive after the happening occurrence of such Change had such this Warrant been exercised immediately prior to such Change. The provisions As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3 shall similarly apply to successive Changes7 of this Warrant. The Company shall cause a give written notice of any Change to be mailed to each Registered Holder the Holder, in accordance with Section 7(e), at least twenty (20) days ten Business Days prior to the applicable record effective date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding WarrantsChange. The Company’s failure to give the notice required by this Section 4.3(a7(c) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a7(c). (b) Notwithstanding the foregoing. However, if as a result of such Changethe Company fails to give notice, holders the responsibilities of the Company’s Common Stock Company with respect to this Section 7(c) shall receive consideration other than solely be assumed by the Acquirer and nothing in shares of Common Stock or other securities in exchange for their Common Stock, this paragraph shall prejudice the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders rights of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent Holder pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeWarrant.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Company Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such merger, sale, sale or conveyance, or reorganization a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Purchase Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Company Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Company Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Transfer Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Non-Transferable Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Non-Transferable Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Non-Transferable Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Company Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Non-Transferable Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Non-Transferable Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Non-Transferable Warrants in the event that Non-Transferable Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of If at any merger time or from time to time there shall be (i) a merger, or consolidation of the Company with or into any other entity or another corporation, (ii) the sale or conveyance of all or substantially all of its the Company's capital stock or assets outside to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Company in which in excess of 50 percent of the ordinary course of businessCompany's voting power is transferred (each, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”"Reorganization"), then, then as a condition part of such ChangeReorganization, lawful and adequate provisions provision shall be made whereby so that the Registered Holders shall thereafter have the right be entitled to receive upon payment exercise the same kind and amount of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement stock or other securities or property (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares including cash) of the Company’s Common Stock purchasable upon the exercise , or of the Warrants, successor corporation resulting from such shares of Common Stock, securities, cash or assets Reorganization to which such Registered Holder would have been entitled to receive after the happening of if such Change Holder had such Warrant been exercised its Warrants immediately prior to the effective time of such ChangeReorganization. The In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior Article IV to the applicable record date for end that the Change covered by this Section 4.3(a) and shall provide notice provisions of Article IV (including adjustment of the Change Exercise Price then in effect and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity number of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities issuable upon exercise of the Warrants) shall be applicable after that event in exchange for their Common Stockas nearly equivalent a manner as may be practicable. (b) The Company will not effect any of the transactions described in clause (a) of this Section 4.4 hereof unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Company may, at its option, fulfill its obligation hereunder by causing Holders: (i) the notice required by Section 4.3(a) hereof to include notice to Registered Holders obligations of the opportunity to exercise their Warrants before Company under this Warrant (and if the applicable record date for Company shall survive the Changeconsummation of such transaction, such assumption shall be in addition to, and thereby receive consideration in shall not release the ChangeCompany from, on any continuing obligations of the same basis as other previously outstanding Company under this Warrant), (ii) the obligations of the Company under the Securities Purchase Agreement with respect to Registration Rights and (iii) the obligation to deliver to each holder such shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holdersstock, Warrants not exercised securities, cash or property as, in accordance with the foregoing provisions of this Section 4.3(b) before consummation 4, each Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the Change provisions of this Section 4) shall be cancelled and become null and void on applicable to the effective date of the Change. The notice provided by the Warrant Agent pursuant stock, securities, cash or property which such Person may be required to this Section 4.3(b) shall include a description of the terms deliver upon any exercise of this Warrant Agreement providing for cancellation or the exercise of any rights pursuant hereto. (c) The provisions of this Section 4.4 are in addition to and not in lieu of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this other provisions of Section 4.3(b) or any defect therein shall not affect the validity of any such Change4 hereof.

Merger, Consolidation, Etc. (ai) In case of any merger of event when (A) any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside of the ordinary course of businessto another person (unless, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (subsequent to such merger, saleconsolidation or the transaction, conveyancethe Company is the surviving entity and has reporting obligations under the Exchange Act as a result of having common equity securities outstanding, in which case, this Section shall not apply with respect to such merger, consolidation or reorganization other transaction)(such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, as a condition upon exercise of such Change, lawful and adequate provisions shall be made whereby each Warrant at any time after the Registered Holders shall thereafter have the right to receive upon payment consummation of the Warrant Price in effect immediately Change but prior to such Changethe Expiration Date, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the WarrantsWarrant prior to such Change, the Holder shall be entitled to receive such shares of Common Stockstock, securities, cash cash, assets or assets any other property whatsoever (including warrants or other purchase or subscription rights) which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (bii) Notwithstanding the foregoing, but subject to the following sentence, if as a result Holder of a Warrant so elects by giving written notice thereof to the Company on or before the day immediately preceding the date of the consummation of such Change, holders the Holder shall not be required to make any payment upon exercise of the Warrant, and shall be entitled to receive from the Company or the Acquirer (in lieu of the adjustment provided for in Section 11(d)(i) above) a cash amount equal to the Black-Scholes Value of the Warrant (the “Cash-Out Option”) upon surrender of the Warrant Certificate representing such Warrant. The right of a Holder to elect the Cash-Out Option shall not be available if (A) the payment or offering of any Cash-Out Option would (x) in the reasonable opinion of counsel to the Company, prevent a Change from otherwise being treated as a tax-free reorganization; or (y) in the reasonable opinion of counsel or accountants to the Company, prevent a Change from being accounted for using a pooling of interests accounting method or other similar accounting method, if any, under US GAAP which would otherwise be available; and (B) the payment of the Cash-Out Option in the form of securities of the Acquirer, as described below, would not preserve such tax or accounting treatment. If the payment of the Cash-Out Option in the form of Acquirer securities issued to the Company’s Common Stock shall receive consideration other than solely stockholders in shares the Change (the “Acquirer Securities”) would preserve the tax or accounting treatment of Common Stock or other securities in exchange for their Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration the Holders shall have the right to elect the Cash-Out Option, but only in the Change, form of Acquirer Securities. In such case, (1) the Cash-Out Option will be payable in the Acquirer Securities; and (2) the number of securities payable to the Holder on the same basis as other previously outstanding shares exercise of the same class as Cash-Out Option will equal (x) the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation dollar amount of the Change shall be cancelled and become null and void on Cash-Out Option divided by (y) the effective date per share (or other unit) fair market value of the Change. The notice provided by securities in which the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeCash-Out Option is payable.

Merger, Consolidation, Etc. (a) In case of If at any merger time or from time to time there shall be (i) a merger, or consolidation of the Company with or into any other entity or another corporation, (ii) the sale or conveyance of all or substantially all of its the Company's capital stock or assets outside to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Company in which in excess of 50 percent of the ordinary course of businessCompany's voting power is transferred (each, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”"Reorganization"), then, then as a condition part of such ChangeReorganization, lawful and adequate provisions provision shall be made whereby so that the Registered Holders shall thereafter have the right be entitled to receive upon payment exercise the same kind and amount of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement stock or other securities or property (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares including cash) of the Company’s Common Stock purchasable upon the exercise , or of the Warrants, successor corporation resulting from such shares of Common Stock, securities, cash or assets Reorganization to which such Registered Holder would have been entitled to receive after the happening of if such Change Holder had such Warrant been exercised its Warrants immediately prior to the effective time of such ChangeReorganization. The In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior Article IV to the applicable record date for end that the Change covered by this Section 4.3(a) and shall provide notice provisions of Article IV (including adjustment of the Change Exercise Price then in effect and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity number of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities issuable upon exercise of the Warrants) shall be applicable after that event in exchange for their Common Stockas nearly equivalent a manner as may be practicable. (b) The Company will not effect any of the transactions described in clause (a) of this Section 4.4 hereof unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Company may, at its option, fulfill its obligation hereunder by causing Holders: (i) the notice required by Section 4.3(a) hereof to include notice to Registered Holders obligations of the opportunity to exercise their Warrants before Company under this Warrant (and if the applicable record date for Company shall survive the Changeconsummation of such transaction, such assumption shall be in addition to, and thereby receive consideration in shall not release the ChangeCompany from, on any continuing obligations of the same basis as other previously outstanding Company under this Warrant), (ii) the obligations of the Company under the Securities Purchase Agreement with respect to Registration Rights and (iii) the obligation to deliver to each holder such shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holdersstock, Warrants not exercised securities, cash or property as, in accordance with the foregoing provisions of this Section 4.3(b) before consummation Article IV, each Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the Change provisions of this Article IV) shall be cancelled and become null and void on applicable to the effective date of the Change. The notice provided by the Warrant Agent pursuant stock, securities, cash or property which such Person may be required to this Section 4.3(b) shall include a description of the terms deliver upon any exercise of this Warrant Agreement providing for cancellation or the exercise of any rights pursuant hereto. (c) The provisions of this Section 4.4 are in addition to and not in lieu of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity other provisions of any such ChangeArticle IV hereof.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such merger, sale, sale or conveyance, or reorganization a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Purchase Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s 's Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s 's failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Company Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Company Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Transfer Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s 's failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any consolidation with or merger of the Company Valley into any other entity another corporation or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such consolidation, merger, sale, sale or conveyance, or reorganization a “ChangeChange of Control”), ) then, as a condition of such ChangeChange of Control, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such ChangeChange of Control, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Valley Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change of Control had such Warrant been exercised immediately prior to such ChangeChange of Control. The provisions of this Section 4.3 shall similarly apply to successive ChangesChange of Controls. The Company Valley shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change of Control covered by this Section 4.3(a) and shall provide notice of the Change of Control and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The CompanyValley’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change of Control covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such ChangeChange of Control, holders of the Company’s Valley Common Stock stock shall receive or be entitled to receive consideration other than solely in shares of Common Stock common stock or other securities in exchange for their Valley Common Stock, the Company Valley may, at its sole option, fulfill all of its obligation hereunder obligations under this Warrant Agreement by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record consummation date for of the ChangeChange of Control, and thereby receive consideration in the ChangeChange of Control, on the same basis as other previously outstanding the shares which would be acquired upon exercise of the same class as Warrant, immediately prior to the shares acquired upon exerciseconsummation of the Change of Control. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change of Control shall be cancelled and become null and void on the effective consummation date of the ChangeChange of Control. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The CompanyValley’s failure to give any notice required by this Section 4.3(b) for any reason whatsoever or any defect therein shall not affect the validity of any such ChangeChange of Control. The failure of and Holder to receive such notice shall not void the cancellation of the Warrants and the Warrants shall nevertheless be cancelled.

Merger, Consolidation, Etc. (a) In case of any merger of the Company Bank into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such merger, sale, sale or conveyance, or reorganization a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s Bank's Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company Bank shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s Bank's failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Bank Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Bank Common Stock, the Company Bank may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Transfer Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s Bank's failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, including but not limited to, to in connection with the formation of a holding company company, (such merger, sale, conveyance, or reorganization a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Company Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any consolidation with or merger of the Company into any other entity another corporation or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such consolidation, merger, sale, sale or conveyance, or reorganization collectively referred to hereinafter as a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 44.3), and in lieu of the shares of the Company’s 's Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty ten (2010) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s 's failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Company Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Company Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exerciseCompany Common Stock. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s 's failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. If (aA) In case of any merger of person (the “ Acquirer ”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the ordinary course Company immediately prior to the transaction constitute at least a majority of businessthe stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or similar reorganization, including, but not limited to, in connection with the formation of a holding company other transaction) (such merger, sale, conveyance, consolidation or reorganization other transaction referred to hereinafter as a “Change”), then, as a condition upon exercise of such Changethis Warrant at any time after the consummation of the Change but prior to the Expiration Date, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment in lieu of the Warrant Price in effect immediately Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, upon the basis and upon the terms and conditions specified in this Holder shall be entitled to receive such Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, Shares or other securities, cash cash, assets or assets any other property whatsoever which such Registered Holder would have been entitled to receive after the happening occurrence of such Change had such this Warrant been exercised immediately prior to such Change. The provisions As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3 shall similarly apply to successive Changes7 of this Warrant. The Company shall cause a give written notice of any Change to be mailed to each Registered Holder the Holder, in accordance with Section 7(f), at least twenty (20) days three Business Days prior to the applicable record effective date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding WarrantsChange. The Company’s failure to give the notice required by this Section 4.3(a7(c) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a7(c). (b) Notwithstanding the foregoing. However, if as a result of such Changethe Company fails to give notice, holders the responsibilities of the Company’s Common Stock Company with respect to this Section 7(c) shall receive consideration other than solely be assumed by the Acquirer and nothing in shares of Common Stock or other securities in exchange for their Common Stock, this paragraph shall prejudice the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders rights of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent Holder pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeWarrant.

Merger, Consolidation, Etc. (ai) In case of any merger of event when (A) any person (the "Acquirer") directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside of the ordinary course of businessto another person (unless, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (subsequent to such merger, saleconsolidation or other transaction, conveyancethe Company is the surviving entity and has reporting obligations under the Exchange Act as a result of having common equity securities outstanding, in which case, this Section shall not apply with respect to such merger, consolidation or reorganization other transaction)(such merger, consolidation or other transaction referred to hereinafter as a “"Change”"), then, as a condition upon exercise of such Change, lawful and adequate provisions shall be made whereby each Warrant at any time after the Registered Holders shall thereafter have the right to receive upon payment consummation of the Warrant Price in effect immediately Change but prior to such Changethe Expiration Date, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s 's Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the WarrantsWarrant prior to such Change, the Holder shall be entitled to receive such shares of Common Stockstock, securities, cash cash, assets or assets any other property whatsoever (including warrants or other purchase or subscription rights) which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (bii) Notwithstanding the foregoing, but subject to the following sentence, if as a result Holder of a Warrant so elects by giving written notice thereof to the Company on or before the day immediately preceding the date of the consummation of such Change, holders the Holder shall not be required to make any payment upon exercise of the Company’s Common Stock Warrant, and shall be entitled to receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stock, from the Company may, at its option, fulfill its obligation hereunder by causing or the notice required by Section 4.3(a) hereof to include notice to Registered Holders Acquirer (in lieu of the opportunity adjustment provided for in Section 11(d)(i) above) a cash amount equal to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares Black-Scholes Value of the same class as Warrant (the shares acquired "Cash-Out Option") upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation surrender of the Change shall be cancelled and become null and void on the effective date of the ChangeWarrant Certificate representing such Warrant. The notice provided by right of a Holder to elect the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein Cash-Out Option shall not affect be available if (A) the validity payment or offering of any such Change.Cash-Out Option would

Merger, Consolidation, Etc. (a) In case of any merger of If the Company into any other entity shall be merged with and into, or sale consolidated with, or conveyance of all or substantially shall sell all of its assets outside to any other corporation, the Voting Trustees shall have authority to collect and receive the full consideration, if any, either in shares, money, securities or other property, to which the holders of the ordinary course Shares then held be the Voting Trustees may become entitled, and, upon the receipt of businesssuch consideration, shall have authority to surrender or similar reorganizationexchange the Shares then held by them hereunder, including, but not limited to, in connection with if and as required by the formation terms of a holding company (such merger, consolidation or sale. In the event that the Company is the surviving corporation in any merger or consolidation, conveyanceto the extent that such consideration shall consist of shares having voting power, or reorganization a “Change”), then, as a condition of such Change, lawful the Voting Trustees shall require the same to be issued in their names and adequate provisions the same shall be made whereby retained by the Registered Holders shall thereafter have Voting Trustees in substitution for the right Shares then held by them hereunder, said substituted shares to receive upon payment of the Warrant Price in effect immediately prior be held under and subject to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive ChangesAgreement. The In the event that the Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to is not the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) surviving corporation in any merger or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stockconsolidation, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised Voting Trust shall continue in accordance with this Section 4.3(b) before consummation Agreement to the extent that such consideration shall consist of shares of the Change surviving corporation having voting power, and the Voting Trustees shall require the same to be cancelled issued in the names and become null and void on the effective date of the Change. The notice provided retained by the Warrant Agent pursuant Voting Trustees in substitution for the Shares then held by them hereunder, said substituted shares to this Section 4.3(b) shall include a description of be held under and subject to the terms of this Warrant Agreement providing for cancellation Agreement, unless the holders of at least a majority of the Warrants Voting Trust Certificates outstanding at the time of the vote on the merger or consolidation vote to terminate the Voting Trust, in which case the Voting Trustees shall distribute the shares received upon consummation of the merger or consolidation to the holders of the Voting Trust Certificates according to their respective interests upon presentation, if the Voting Trustees shall so require, of the Voting Trust Certificates, whereupon the Voting Trust Agreement shall forthwith terminate. To the extent that such consideration shall consist of shares, money, securities or property, other than shares of stock having voting power, the Voting Trustees, after deducting therefrom or upon being paid, such amounts as may be properly chargeable hereunder against the holders of Voting Trust Certificates, shall forthwith distribute the same among such holders according to their respective interests, but only upon presentation, if the Voting Trustees shall so require, of such Voting Trust Certificates for endorsement thereon of the making of such distribution. If no part of such consideration shall consist of shares having voting power, such distribution shall be made forthwith to the holders of Voting Trust Certificates, but only upon surrender by them to the Voting Trustees of their respective Voting Trust Certificates, whereupon this Agreement shall forthwith terminate. In the event that Warrants are not exercised of the receipt by the prescribed date. The Company’s failure Voting Trustees as aforesaid of shares having voting power and the continuation of the Voting Trust the corporation issuing such substituted shares shall thereafter be considered to give any notice required by this Section 4.3(b) or any defect therein be the Company for all purposes hereunder and the Voting Trustees may in their discretion issue, all holders of Voting Trust Certificates shall not affect accept, new and appropriate Voting Trust Certificates similar in tenor to, and in exchange for, those theretofore outstanding, but calling for such substituted shares instead of the validity of any such ChangeShares theretofore held hereunder.

Merger, Consolidation, Etc. (ai) In case Except for Intra-Group Restructurings, consummate any Corporate Transaction without the prior written consent of any merger of the Company into any other entity IFC, which consent shall not be unreasonably withheld; provided, that (i) IFC shall provide its consent or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior non-consent to the applicable record date Borrower in writing on or before ten (10) Business Days after receipt of written request for consent from the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). Borrower (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance together with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants proposed Corporate Transaction in reasonable detail), and (ii) in the event IFC fails to so provide such consent or non-consent on or before the expiration of such ten (10) Business Day period, IFC’s consent shall be deemed to have been given to such proposed Corporate Transaction; and provided, further, that Warrants are in the event IFC does not exercised by consent (or is not deemed to so consent) to such proposed Corporate Transaction, the prescribed dateBorrower shall, subject to Section 5.02 (e)(ii), be entitled to prepay the C Loan, together with payment of the Prepayment Premium and all other amounts payable in accordance with Section 2.07 (b) (Prepayment); and (ii) In the event the Borrower prepays the C Loan as described in clause (i) above, the Borrower does not waive any claim it may have that IFC’s consent to the proposed Corporate Transaction was unreasonably withheld, and shall be entitled to file any such claim with a court of competent jurisdiction described in Section 8.05 (b) (Applicable Law and Jurisdiction) within a period of six (6) months following consummation of such Corporate Transaction. The Company’s failure In the event the Borrower obtains a judgment in its favor that such consent was unreasonably withheld, the parties agree that the quantum of damages for such claim shall be the amount of the Prepayment Premium paid to give any notice required by this Section 4.3(b) or any defect therein IFC. IFC shall not affect be liable for any consequential, indirect, special or punitive damages in connection therewith; the validity Borrower shall be entitled to make application to the court, however, for incidental expenses as permitted under New York law, including pre-judgment interest and legal fees. Nothing herein shall be deemed a waiver by IFC of any such Change.its immunities under its Articles of Agreement or applicable law;

Merger, Consolidation, Etc. (a) In case of any merger of the Company Bank into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, including but not limited to, to in connection with the formation of a holding company company, (such merger, sale, conveyance, or reorganization a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Purchase Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the CompanyBank’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company Bank shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The CompanyBank’s failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the CompanyBank’s Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Bank Common Stock, the Company Bank may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Transfer Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The CompanyBank’s failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case If any capital reorganization or reclassification of any the capital stock of the Company, or consolidation or merger of the Company with or into any other entity another corporation, or the sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”)to another corporation shall be effected, then, as a condition of such Changereorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions provision shall be made whereby the Registered Holders Holder of the Warrant shall thereafter have the right to purchase and receive upon payment on exercise of the such Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the WarrantsWarrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common StockStock equal to the number of shares such Common Stock immediately, theretofore purchasable and receivable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of the Warrant to the end that the provisions of this Agreement (including, without limitation, provision for adjustment of the number of shares issuable upon the exercise of the Warrant) shall thereafter be applicable as nearly as may be in relation to any shares of stock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening thereafter deliverable upon exercise of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive ChangesWarrant. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days not effect any such consolidation, merger or sale, unless, prior to or simultaneously with the applicable record date for consummation thereof, the Change covered successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument acceptable to the Holder, the obligation to deliver to the Holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder would be entitled to purchase. The form of this Warrant Agreement need not be changed because of any adjustment made pursuant to this Section 4.3(a) 6, and shall provide notice any Warrant Agreement issued in exchange or substitution hereof after such adjustment may state the same Exercise Price and the same number of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities as are stated in exchange for their Common Stock, the this Warrant Agreement. The Company may, however, at any time in its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(asole discretion (which shall be conclusive) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration make any change in the Change, on the same basis as other previously outstanding shares form of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation Warrant Agreement that it may deem appropriate because of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent any adjustment made pursuant to this Section 4.3(b) shall include a description of 6 that does not affect the terms of substance hereof, and any Warrant Agreement thereafter issued, whether in exchange or substitution for this Warrant Agreement providing for cancellation of the Warrants or otherwise, may be in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Changeform as so changed.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such merger, sale, sale or conveyance, or reorganization a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Purchase Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s 's Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s 's failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s 's Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Company Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Transfer Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s 's failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, including but not limited to, to in connection with the formation of a holding company company, (such merger, sale, conveyance, or reorganization a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Exercise Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Rights Agreement (including, including but not limited to, to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common 's Stock purchasable upon the exercise of the WarrantsRights, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant Rights been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding WarrantsRights. The Company’s 's failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common 's Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Company Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants Rights before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants Rights not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Subscription Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Rights Agreement providing for cancellation of the Warrants Rights in the event that Warrants Rights are not exercised by the prescribed date. The Company’s 's failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. If (aA) In case of any merger of person (the “ Acquirer ”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the ordinary course Company immediately prior to the transaction constitute at least a majority of businessthe stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or similar reorganization, including, but not limited to, in connection with the formation of a holding company other transaction) (such merger, sale, conveyance, consolidation or reorganization other transaction referred to hereinafter as a “Change”), then, as a condition upon exercise of such Changethis Warrant at any time after the consummation of the Change but prior to the Expiration Date, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment in lieu of the Warrant Price in effect immediately Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, upon the basis and upon the terms and conditions specified in this Holder shall be entitled to receive such Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, Shares or other securities, cash cash, assets or assets any other property whatsoever which such Registered Holder would have been entitled to receive after the happening occurrence of such Change had such this Warrant been exercised immediately prior to such Change. The provisions As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3 shall similarly apply to successive Changes7 of this Warrant. The Company shall cause a give written notice of any Change to be mailed to each Registered Holder the Holder, in accordance with Section 7(e), at least twenty (20) days ten Business Days prior to the applicable record effective date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding WarrantsChange. The Company’s failure to give the notice required by this Section 4.3(a7(c) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a7(c). (b) Notwithstanding the foregoing. However, if as a result of such Changethe Company fails to give notice, holders the responsibilities of the Company’s Common Stock Company with respect to this Section 7(c) shall receive consideration other than solely be assumed by the Acquirer and nothing in shares of Common Stock or other securities in exchange for their Common Stock, this paragraph shall prejudice the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders rights of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent Holder pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeWarrant.

Merger, Consolidation, Etc. (a) In case of any consolidation with or merger of the Company into any other entity another corporation or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such consolidation, merger, sale, sale or conveyance, or reorganization collectively referred to hereinafter as a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 44.3), and in lieu of the shares of the Company’s Common 's Class B Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s 's failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Company Class B Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Company Class B Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exerciseCompany Class B Stock. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s 's failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any consolidation with or merger of the Company Bank into any other entity another bank or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such consolidation, merger, sale, sale or conveyance, or reorganization a “"Change”), ") then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s Bank's Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company Bank shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s Bank's failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Bank Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Bank Common Stock, the Company Bank may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If Delivery of the notice specified in the preceding sentence to Holders shall constitute an amendment of the Exercise Period. If such notice is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s Bank's failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change, provided that such Change is described in the proxy materials delivered to shareholders of the Bank, describing and seeking a vote on the Change.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company reorganization (such merger, sale, conveyance, or reorganization a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. If (aA) In case of any merger of person (the “ Acquirer ”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the ordinary course Company immediately prior to the transaction constitute at least a majority of businessthe stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or similar reorganization, including, but not limited to, in connection with the formation of a holding company other transaction) (such merger, sale, conveyance, consolidation or reorganization other transaction referred to hereinafter as a “ChangeChange ”), then, as a condition upon exercise of such Changethis Warrant at any time after the consummation of the Change but prior to the Expiration Date, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment in lieu of the Warrant Price in effect immediately Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, upon the basis and upon the terms and conditions specified in this Holder shall be entitled to receive such Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, Shares or other securities, cash cash, assets or assets any other property whatsoever which such Registered Holder would have been entitled to receive after the happening occurrence of such Change had such this Warrant been exercised immediately prior to such Change. The provisions As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3 shall similarly apply to successive Changes7 of this Warrant. The Company shall cause a give written notice of any Change to be mailed to each Registered Holder the Holder, in accordance with Section 7(e), at least twenty (20) days ten Business Days prior to the applicable record effective date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding WarrantsChange. The Company’s failure to give the notice required by this Section 4.3(a7(c) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a7(c). (b) Notwithstanding the foregoing. However, if as a result of such Changethe Company fails to give notice, holders the responsibilities of the Company’s Common Stock Company with respect to this Section 7(c) shall receive consideration other than solely be assumed by the Acquirer and nothing in shares of Common Stock or other securities in exchange for their Common Stock, this paragraph shall prejudice the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders rights of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent Holder pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeWarrant.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, including but not limited to, to in connection with the formation of a holding company company, (such merger, sale, conveyance, or reorganization is a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter Recipients after that will have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder the Recipient would have been entitled to receive after the happening of such Change had such the Warrant been exercised immediately prior to such that Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall will cause a notice to be mailed to each Registered Holder Recipient at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall ), will provide notice of the Change Change, and shall will set forth the first and last date on which the Registered Holder Recipient may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall in this Section 4.3(a) does not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such a Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Common Company Stock, the Company may, at its option, fulfill its obligation hereunder under this Agreement by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders Recipients of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered HoldersRecipients, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall will be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall must include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall in this Section does not affect the validity of any such Change.

Merger, Consolidation, Etc. If (aA) In case of any merger of person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the ordinary course Company immediately prior to the transaction constitute at least a majority of businessthe stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or similar reorganization, including, but not limited to, in connection with the formation of a holding company other transaction) (such merger, sale, conveyance, consolidation or reorganization other transaction referred to hereinafter as a “Change”), then, as a condition upon exercise of such Changethis Warrant at any time after the consummation of the Change but prior to the Expiration Date, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment in lieu of the Warrant Price in effect immediately Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, upon the basis and upon the terms and conditions specified in this Holder shall be entitled to receive such Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, Shares or other securities, cash cash, assets or assets any other property whatsoever which such Registered Holder would have been entitled to receive after the happening occurrence of such Change had such this Warrant been exercised immediately prior to such Change. The provisions As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3 shall similarly apply to successive Changes7 of this Warrant. The Company shall cause a give written notice of any Change to be mailed to each Registered Holder the Holder, in accordance with Section 7(e), at least twenty (20) days ten Business Days prior to the applicable record effective date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding WarrantsChange. The Company’s failure to give the notice required by this Section 4.3(a7(c) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a7(c). (b) Notwithstanding the foregoing. However, if as a result of such Changethe Company fails to give notice, holders the responsibilities of the Company’s Common Stock Company with respect to this Section 7(c) shall receive consideration other than solely be assumed by the Acquirer and nothing in shares of Common Stock or other securities in exchange for their Common Stock, this paragraph shall prejudice the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders rights of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent Holder pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeWarrant.

Merger, Consolidation, Etc. If, at any time after the Issuance Daxx, xxxxx shall be (ai) In case any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Company into Borrower with any other entity (other than a merger in which Borrower is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or conveyance transfer of all or substantially all of its the assets outside of Borrower or (iv) any share exchange or other transaction pursuant to which all of the ordinary course outstanding shares of business, Common Stock are converted into other securities or similar reorganization, including, but not limited to, in connection with the formation property (each of (i) - (iv) above being a holding company (such merger, sale, conveyance, or reorganization a “"Corporate Change”"), then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders then Holder shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Changeconversion, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrantsotherwise issuable, such shares of Common Stockstock, securities, cash or assets which such Registered Holder securities and/or other property as would have been entitled issued or payable in such Corporate Change with respect to receive or in exchange for the number of shares of Common Stock which would have been issuable upon conversion had such Corporate Change not taken place (without giving effect to the limitations contained in Article VIII), and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of Holder hereunder to the end that the economic value of this Note is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not Borrower, an immediate adjustment of the Conversion Price and Forced Conversion Price so that the Conversion Price and Forced Conversion Price immediately after the happening Corporate Change reflects the same relative value as compared to the value of such Change had such Warrant been exercised the surviving entity's common stock that existed between the Conversion Price and Forced Conversion Price and the value of Borrower's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. Borrower shall not effect any Corporate Change unless (i) each Holder has received written notice of such transaction at least 45 days prior thereto, but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect thereto, and (ii) the resulting successor or acquiring entity (if not Borrower) assumes by written instrument (in form and substance reasonable satisfactory to Holder) the obligations under this Note (including, without limitation, the obligation to make interest payments accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of this Section 4.3 Note as of the date of such transaction, and shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) reclassifications, consolidations, mergers, sales, transfers or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a)share exchanges. (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock Shares purchasable upon the exercise of the Warrants, such shares of Common StockShares, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock Shares shall receive consideration other than solely in shares of Common Stock Shares or other securities in exchange for their Common StockShares, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

Merger, Consolidation, Etc. (ai) In case of If (A) any merger of person (the "Acquirer") directly or indirectly acquires the Company in a transaction in which the Company is merged with or into any other entity or sale consolidated with another person or conveyance of (B) the Company sells or conveys all or substantially all of its assets outside to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and has reporting obligations under the Exchange Act as a result of the ordinary course of business, or similar reorganization, including, but not limited tohaving common equity securities outstanding, in connection which case, this Section 7(g) shall not apply with the formation of a holding company respect to such merger, consolidation or other transaction) (such merger, sale, conveyance, consolidation or reorganization other transaction referred to hereinafter as a “"Change”"), then, as a condition upon exercise of such Changethis Warrant at any time after the consummation of the Change but prior to the Expiration Date, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment in lieu of the Warrant Price in effect immediately Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, upon the basis and upon the terms and conditions specified in this Holder shall be entitled to receive such Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, Shares or other securities, cash cash, assets or assets any other property whatsoever which such Registered Holder would have been entitled to receive after the happening occurrence of such Change had such this Warrant been exercised immediately prior to such Change. The provisions As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3 7 of this Warrant. (ii) Notwithstanding the foregoing, if a Holder of this Warrant so elects by giving written notice thereof to the Company on or before the day immediately preceding the date of the consummation of such Change, the Holder shall similarly apply not be required to successive Changesmake any payment upon exercise of this Warrant, and shall be entitled to receive from the Company or the Acquirer (in lieu of the adjustment provided for in Section 7(g)(i)) a cash amount equal to the Black-Scholes Value (as defined below) of this Warrant upon surrender of this Warrant. (iii) Notwithstanding the foregoing, in the case of any such Change, where (A) the Acquirer is a company with reporting obligations under the Exchange Act with respect to common equity securities (such common equity securities being referred to herein as the "Acquirer Shares") and (B) the Acquirer is offering as consideration in the Change a combination of Acquirer Shares and cash or other consideration, if the Holder so elects by giving written notice thereof to the Company on or before the day immediately preceding the effective date of such Change, then, in lieu of the adjustment to this Warrant provided under Section 7(g)(i), upon the consummation of the Change and surrender of this Warrant, the Holder shall receive (X) a warrant (an "Acquirer Warrant") exercisable for Acquirer Shares, in an amount and for an exercise price calculated as described below and (Y) a cash amount, calculated as described below) (the "Adjusted Cash-Out Option"). The Company terms of the Acquirer Warrant shall cause be identical to the terms of this Warrant mutatis mutandis, except that the exercise price and the number of Acquirer Shares issuable upon the exercise of the Acquirer Warrants (subject to adjustment as provided therein) shall be determined as provided below: The exercise price of the Acquirer Warrants shall be calculated as follows: Ew = Eo x (Pa/Pt)) where: Ew = the adjusted exercise price of the Acquirer Warrant; Eo = the Exercise Price immediately prior to such adjustment; Pa = the fair market value per share of the Acquirer Shares, where fair market value is the average Market Price of the Acquirer Shares for the ten consecutive trading days immediately preceding the effective date of the Change; and Pt = the average of the Market Price of the Common Stock for the ten consecutive trading days immediately preceding the effective date of the Change. The number of Acquirer Shares issuable upon exercise of the Acquirer Warrant shall be calculated as follows: N = a notice x No where: N = the number of Acquirer Shares issuable by the Acquirer upon exercise of the Acquirer Warrant; a = the number of Acquirer Shares delivered in the Change to holders of Common Stock for each share of Common Stock; and No = the number of Warrant Shares issuable upon exercise of the original Warrant in exchange for which the Acquirer Warrant was issued. If the holders of Common Stock may elect to receive in the Change Acquirer Shares, cash or other consideration, or a combination of Acquirer Shares and cash or other consideration as selected by such holders (whether or not subject to proration), then the number of Acquirer Shares delivered in the Change for each share of Common Stock shall be determined, for purposes of the preceding formula and the determination below of the amount of the Adjusted Cash-Out Option, as follows: a = Nas/Nts where: Nas = the aggregate number of Acquirer Shares delivered in the Change to holders of Common Stock; and Nts = the total number of shares of Common Stock outstanding immediately prior to the effectiveness of the Change and exchanged for consideration in the Change. The amount of the Adjusted Cash-Out Option for the Warrant shall be calculated as follows: AC = BSw x (1 - ((a x Pa)/C) where the symbols previously defined in this Section have their previously defined meanings and: AC = the amount of the Adjusted Cash-Out Option for the Warrant; BSw = the Black-Scholes Value of the Warrant, ignoring the effect of the Change, as determined pursuant to (iv) below; C = the total fair market value of the consideration delivered in the Change to holders of Common Stock for each share of Common Stock. For purposes of determining this amount, (A) the fair market value of the component of the consideration consisting of Acquirer Shares shall equal (1) the average Market Price of the Acquirer Shares for the ten consecutive trading days immediately preceding the effective date of the Change multiplied by (2) the number of Acquirer Shares delivered in the Change for each share of Common Stock; (B) the fair market value of any cash component shall be the amount of the cash delivered in the Change for each share of Common Stock; and (C) the fair market value of any other consideration delivered in the change for each share of Common Stock shall be as determined by an investment banking firm of national reputation and standing selected by the Company. (iv) As used herein, the "Black-Scholes Value" of this Warrant shall be determined on the basis of the Black-Scholes methodology by an investment banking firm of national reputation and standing, selected by the Company; provided, however, that no Black-Scholes Value shall exceed the Market Price of the Common Stock on the day immediately preceding the Change. For purposes of applying the Black-Scholes methodology, (1) the price per share of the Common Stock shall be deemed to be mailed to each Registered Holder at least twenty (20) the average of the Market Price for the ten full trading days ending ten trading days prior to the applicable record first public announcement of the Change, and (2) the methodology shall be applied as if the relevant Change had not occurred. (v) The Company shall give written notice of any Change to the Holder, in accordance with Section 7(k), at least ten Business Days prior to the effective date for of the Change covered by this Change; provided, however, that if either Section 4.3(a7(g)(ii) and or (iii) is applicable, one or more notices shall provide notice be given to the Holder sufficiently in advance of the Change to allow for the selection of the investment banking firm referred to in the previous paragraph and shall set forth for notice to the first and last Holder of the Black-Scholes Value at least ten Business Days prior to the effective date on which of the Registered Holder may exercise outstanding WarrantsChange. The Company’s 's failure to give the notice required by this Section 4.3(a7(g) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a7(g). (b) Notwithstanding the foregoing. However, if as a result of such Changethe Company fails to give notice, holders the responsibilities of the Company’s Common Stock Company with respect to this Section 7(g) shall receive consideration other than solely be assumed by the Acquirer and nothing in shares of Common Stock or other securities in exchange for their Common Stock, this paragraph shall prejudice the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders rights of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent Holder pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such ChangeWarrant.

Merger, Consolidation, Etc. (a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company business (such merger, saleshare exchange, sale or conveyance, or any other reorganization in which the Company is not the surviving entity, a “Change”), ) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Purchase Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, including but not limited to, to all provisions contained in this Section 45), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stockstock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 5.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) 20 days prior to the applicable record date for the Change covered by this Section 4.3(a5.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a5.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a5.3(a). (b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Company Common Stock shall receive consideration other than solely in shares of Common Stock stock or other securities in exchange for their Company Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice Notice required by Section 4.3(a5.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b5.3(b) before consummation of the Change shall be cancelled canceled and become null and void on the effective date of the Change. The notice provided by the Warrant Transfer Agent pursuant to this Section 4.3(b5.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b5.3(b) or any defect therein shall not affect the validity of any such Change.