Common use of Mergers, Consolidations and Reclassifications Clause in Contracts

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (c) The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock outstanding securities issuable upon exercise of this Warrant the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, value or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of sharescombination to which Section 2(b) applies), or in case of any consolidation or merger of another corporation into the Company with or into any entity or other person (other than a merger with another entity or other person in which the Company is the continuing surviving corporation and which does not result in which there is a any reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have the right to obtain, upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 2. (c) 2(a). The above provisions of this Section 3 2(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any reclassification or change of outstanding securities issuable upon exercise of this Warrant at any time (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 to which subsection 3(b) applies), or in case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation with another corporation in which the Company is the surviving or continuing corporation), or corporation and which does not result in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, or as a result of a subdivision or combinationcombination to which subsection 3(b) applies) of outstanding securities issuable upon exercise of this Warrant), but including any change the Holder shall have, and the Company, or such successor corporation or other entity, shall covenant in the shares into two or more classes or series constituent documents effecting any of shares)the foregoing transactions that such holder does have, or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) obtain upon the exercise hereof, in lieu of the shares of Common Stock (Stock, other than a change in par valuesecurities, money, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive other property theretofore issuable upon exercise of this Warrant solely Warrant, the kind and amount of shares of stock and stock, other securities, property, cashmoney, or any combination thereof other property receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which Stock, other securities, money, or other property issuable upon exercise hereof had this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation, or merger shall be made provide for adjustments, any adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this subsection 3(a). The above provisions of this Section 3 subsection 3(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive reclassifications, changes, consolidations, or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any reclassification or change of outstanding securities issuable upon exercise of the Warrants evidenced by this Warrant Certificate at any time after the Closing Date (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 to which paragraph (b) of this Section 3 applies), or in case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation with another corporation in which the Company is the surviving or continuing corporation), or corporation and which does not result in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant ([other than a change in par value, or from par value to no par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change combination to which paragraph (b) of this Section 3 applies] in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant), the holder of the Warrants evidenced by this Warrant solely Certificate shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have, the right to obtain upon the exercise of the Warrants evidenced by this Warrant Certificate, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which Stock, other securities, money or other property issuable upon exercise of a Warrant if the Warrants evidenced by this Warrant might have Certificate had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in paragraph (a) of this Section 2. 3. The provisions of paragraph (ca) The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments, adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 2. (c) The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any reclassification or change of outstanding securities issuable upon exercise of this Warrant at any time (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 to which subsection 3(b) applies), or in case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation with another corporation in which the Company is the surviving or continuing corporation), or corporation and which does not result in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, or as a result of a subdivision or combinationcombination to which subsection 3(b) applies) of outstanding securities issuable upon exercise of this Warrant), but including any change the Holder shall have, and the Company, or such successor corporation or other entity, shall covenant in the shares into two or more classes or series constituent documents effecting any of shares)the foregoing transactions that such holder does have, or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) obtain upon the exercise hereof, in lieu of the shares of Common Stock (Stock, other than a change in par valuesecurities, money, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive other property theretofore issuable upon exercise of this Warrant solely Warrant, the kind and amount of shares of stock and stock, other securities, property, cashmoney, or any combination thereof other property receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which Stock, other securities, money, or other property issuable upon exercise hereof had this Warrant might have Xxxxxxx been exercised immediately prior to such reclassification, change, consolidation, or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation, or merger shall be made provide for adjustments, any adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this subsection 3(a). The above provisions of this Section 3 subsection 3(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive reclassifications, changes, consolidations, or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock outstanding securities issuable upon exercise of this Warrant the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, value or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of sharescombination to which SECTION 2(B) applies), or in case of any consolidation or merger of another corporation into the Company with or into any entity or other person (other than a merger with another entity or other person in which the Company is the continuing surviving corporation and which does not result in which there is a any reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have the right to obtain, upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this SECTION 2(a). The above provisions of this Section 3 SECTION 2(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock outstanding securities issuable upon exercise of this Warrant the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, value or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of sharescombination to which SECTION 2(B) applies), or in case of any consolidation or merger of another corporation into the Company with or into any entity or other person (other than a merger with another entity or other person in which the Company is the continuing surviving corporation and which does not result in which there is a any reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have the right to obtain, upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this SECTION 2(A). The above provisions of this Section 3 SECTION 2(A) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any reclassification or change of outstanding securities issuable upon exercise of the Warrants at any time (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 to which subsection 4(b) applies), or in case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation with another corporation in which the Company is the surviving or continuing corporation), or corporation and which does not result in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant ([other than a change in par value, or from par value to no par value, or from no par value to a specified par value, or as a result of a subdivision or combinationcombination to which subsection 4(b) applies] of outstanding securities issuable upon exercise of this Warrant), but including any change the Holder shall have, and the Company, or such successor corporation or other entity, shall covenant in the shares into two or more classes or series constituent documents effecting any of shares)the foregoing transactions that such holder does have, or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) obtain upon the exercise hereof, in lieu of the shares of Common Stock (Stock, other than a change in par valuesecurities, money or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive other property theretofore issuable upon exercise of this Warrant solely a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which Stock, other securities, money or other property issuable upon exercise hereof had this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, any adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this subsection 4(a). The above provisions of this Section 3 subsection 4(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock outstanding securities issuable upon exercise of this Warrant the Warrants at any time after the Issuance Date (other than a change in par value value, or from par value to no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of sharescombination to which subsection 2(b) applies), or in case of any consolidation or merger of another corporation into the Company with or into any entity or other person (other than a merger with another entity or other person in which the Company is the continuing surviving corporation and which does not result in which there is a any reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have the right to obtain, upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this subsection 2(a). The above provisions of this Section 3 subsection 2(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock outstanding securities issuable upon exercise of this Warrant the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, value or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of sharescombination to which Section 2(b) applies), or in case of any consolidation or merger of another corporation into the Company with or into any entity or other person (other than a merger with another entity or other person in which the Company is the continuing surviving corporation and which does not result in which there is a any reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have the right to obtain, upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 2. (c) The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.may be

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock outstanding securities issuable upon exercise of this Warrant the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to a specified par value, value or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of sharescombination to which subsection 3(b) applies), or in case of any consolidation or merger of another corporation into the Company with or into another entity or other person (other than a merger with another entity or other person in which the Company is the continuing surviving corporation and which does not result in which there is a any reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Warrant), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have, the right to obtain upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofor issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. (c) this subsection 3(a). The above provisions of this Section 3 subsection 3(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any reclassification or change of outstanding securities issuable upon exercise of the Options evidenced by this Option Agreement (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 to which paragraph (b) of this Section applies), or in case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation with another corporation in which the Company is the surviving or continuing corporation), or corporation and which does not result in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant ([other than a change in par value, or from par value to no par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change combination to which paragraph (b) of this Section applies] in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Option), the holder of the Options evidenced by this Option Agreement shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have, the right to obtain upon the exercise of the Options evidenced by this Option Agreement, in lieu of each share of Common Stock, theretofore issuable upon exercise of a Option, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such reclassification, change, consolidation, consolidation or merger by a holder of the number of shares one share of Common Stock for which had the Options evidenced by this Warrant might have Option Agreement been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger. ThereafterThe constituent documents effecting any such reclassification, appropriate provision change, consolidation or merger shall be made provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2. this Section. The provisions of paragraph (ca) The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any reclassification or change of outstanding securities issuable upon exercise of the Warrants at any time after the Issuance Date (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 to which SECTION 2(b) applies), or in case of any consolidation with or merger of the Company with or into another corporation any entity or other person (other than a merger with another entity or consolidation other person in which the Company is the surviving corporation and which does not result in any reclassification or continuing corporation), or change in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive securities issuable upon exercise of this Warrant solely Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have the right to obtain, upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock and stock, other securities, property, cash, money or any combination thereof other property receivable upon such consolidationreclassification, mergerchange, sale, lease, consolidation or conveyance merger by a holder of the number of shares of Common Stock for which this Stock, other securities, money or other property issuable upon exercise of a Warrant might have if the Warrants had been exercised immediately prior to such consolidationreclassification, change, consolidation or merger. The constituent documents effecting any such reclassification, salechange, lease, consolidation or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement merger shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided in Section 2.this 3 (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments, which shall be as nearly equivalent as practicable to the adjustments in Section 2. (cSECTION 2(a) The above provisions of this Section 3 SECTION 2(a) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidationsreclassifications, changes, consolidations or mergers, sales, leases, or conveyances.

Mergers, Consolidations and Reclassifications. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such Execution Copy October 29, 2002 SB Enterprises Warrant for Note Extension Page 4 of 7 -------------------------------------------------------------------------------- successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments, adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 2. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments, adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 2. (c) The above provisions of this Section 3 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.