Common use of Preservation of Purchase Rights upon Reclassification Clause in Contracts

Preservation of Purchase Rights upon Reclassification. Consolidation, etc. ------------------- In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Optionholder an agreement that the Optionholder shall have the right thereafter upon payment of the Option Price in effect immediately prior to such action to purchase upon exercise of the Option the kind and amount of shares and other securities and property which the Optionholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Option been exercised immediately prior to such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares under the Option shall terminate on the date of such merger and thereupon the Option shall become null and void but only if the controlling corporation shall agree to substitute for the Option its option which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which the Optionholder would have owned or had been entitled to receive had the Option been exercised immediately prior to such merger. ASPAC COMMUNICATIONS, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 The agreements referred to in this subsection 10.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 10. The provisions of this subsection 10.3 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights upon Reclassification. Consolidation, etc. ------------------- In case of any consolidation of the Company with or merger ------------------- of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Optionholder Holder an agreement that the Optionholder Holder shall have the right thereafter thereafter, upon payment of the Option Exercise Price in effect immediately prior to such action action, to purchase purchase, upon exercise of the Option each Warrant, the kind and amount of shares and other securities and property which the Optionholder it would have owned or have been entitled to receive after the happening occurrence of such consolidation, merger, sale or conveyance had the Option each Warrant been exercised immediately prior to such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Option Warrant shall terminate on the date of such merger and thereupon the Option Warrant shall become null and void void, but only if the controlling corporation shall agree agreed to substitute for the Option Warrant its option warrant which entitles entitle the holder holders thereof to purchase upon its their exercise the kind and amount of shares and other securities and property which the Optionholder they would have owned or had been entitled to receive had the Option Warrant been exercised immediately prior to such merger. ASPAC COMMUNICATIONS, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 The Any such agreements referred to in this subsection 10.3 Subsection 5.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 105 hereof. The provisions of this subsection 10.3 Subsection 5.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights upon Reclassification. Consolidation, --------------------------------------------------------------------- etc. ------------------- In case of any consolidation of the Company with or merger of the Company ---- into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Optionholder Holder an agreement that the Optionholder Holder shall have the right thereafter thereafter, upon payment of the Option Exercise Price in effect immediately prior to such action action, to purchase purchase, upon exercise of the Option each Warrant, the kind and amount of shares and other securities and property which the Optionholder it would have owned or have been entitled to receive after the happening occurrence of such consolidation, merger, sale or conveyance had the Option each Warrant been exercised immediately prior to such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Option Warrant shall terminate on the date of such merger and thereupon the Option Warrant shall become null and void void, but only if the controlling corporation shall agree to substitute for the Option Warrant its option warrant which entitles entitle the holder holders thereof to purchase upon its their exercise the kind and amount of shares and other securities and property which the Optionholder they would have owned or had been entitled to receive had the Option Warrant been exercised immediately prior to such merger. ASPAC COMMUNICATIONS, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 The Any such agreements referred to in this subsection 10.3 Subsection 5.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 105 hereof. The provisions of this subsection 10.3 Subsection 5.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.