Common use of Recapitalization or Reorganization Clause in Contracts

Recapitalization or Reorganization. a. The existence of this Agreement and the grant of the Awarded Shares shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. b. The terms of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then the number of Awarded Shares shall be increased proportionately. ii. If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, the number of Awarded Shares shall be decreased proportionately. iii. Whenever the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect to the adjustments. iv. Adjustments under Subsections 9.b.(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Shares.

Recapitalization or Reorganization. a. (a) The existence of this Agreement and the grant of the Awarded Shares Option shall not affect in any way the right or power of the Board of Directors or the stockholders shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s 's capital structure or its business, any merger or consolidation of the Company, any issue of debt bonds, debentures, warrants, preferred or equity securities prior preference stocks ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange sale or other disposition transfer of all or any part of its assets or business business, or any other corporate act or proceeding. b. (b) The terms shares offered by this Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to timeOption, the Company shall subdivide as effect a whole (by reclassification, by subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock split, without receipt of consideration by the issuance of a distribution on Stock payable in StockCompany, or otherwise) the number of shares of Stock then outstanding into a greater number with respect to which this Option may thereafter be exercised (i) in the even of shares of Stock, then an increase in the number of Awarded Shares outstanding shares shall be increased proportionatelyproportionately increased, and the purchase price per share shall be proportionately reduced (but in no event to less than the par value of the Stock), and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. ii. (c) If at any time, the Company recapitalizes or from time to time, merges or engages in a compulsory share exchange with one or more other entities and the Company shall consolidate as a whole (by reclassificationbe the surviving or acquiring corporation, reverse Stock splitthereafter upon any exercise of this Option, or otherwise) Employee shall be entitled to purchase under this Option, in lieu of the number of shares of Stock as to which this Option shall then outstanding into a lesser be exercisable, the number and class of shares of stock and other securities or other property to which Employee would have been entitled pursuant to the terms of the recapitalization or plan of merger or exchange if, immediately prior to the effective time of such recapitalization or merger or share exchange, Employee had been the holder of record of the number of shares of StockStock as to which such Option is then exercisable. If the Company shall not be the surviving or acquiring corporation in any merger or share exchange, or if the number of Awarded Shares Company is to be dissolved or liquidated, then unless a surviving or acquiring entity assumes or substitutes new options for this Option, (i) the time at which this Option may be exercised shall be decreased proportionately. iii. Whenever accelerated and this Option shall become exercisable in full on or before a date fixed by the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect Company prior to the adjustments. iv. Adjustments under Subsections 9.b.(i) effective date of such merger or share exchange or such dissolution or liquidation, and (ii) upon such effective date this Option shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustmentsexpire. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. (d) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe thereforetherefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Sharesshares of Stock subject to this Option or the purchase price per share.

Recapitalization or Reorganization. a. (a) The existence of this Agreement and the grant of the Awarded Shares ---------------------------------- Option granted hereunder shall not affect in any way the right or power of the Board of Directors of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s 's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), or the rights thereofsecurities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. b. (b) The terms shares with respect to which the Option is granted are shares of Stock as constituted immediately after the Effective Time, but if, and whenever, prior to the expiration of this Agreement and Option, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Awarded Shares Stock with respect to which this Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be subject to adjustment from time to timeproportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in accordance with the following provisions:event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. i. (c) If at any timethe Company recapitalizes, reclassifies its capital stock, or from time to timeotherwise changes its capital structure by way of merger or otherwise (a "recapitalization"), the Company number and class of shares of Stock covered by this Option shall subdivide as a whole (by reclassificationbe adjusted so that this Option shall thereafter cover the number and class of shares of stock and securities to which Employee would have been entitled pursuant to the terms of the recapitalization if, by a Stock splitimmediately prior to the recapitalization, by the issuance Employee had been the holder of a distribution on Stock payable in Stock, or otherwise) record of the number of shares of Stock then outstanding into covered by this Option. If (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a greater number subsidiary of shares an entity other than a previously wholly-owned subsidiary of Stockthe Company), (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), or (iii) the Company is to be dissolved and liquidated, then the number and class of Awarded Shares shares of Stock covered by this Option shall be increased proportionately. ii. If at any timeadjusted so that this Option shall thereafter cover (in lieu of the right to acquire Stock) the number and class of shares of stock or other securities or property (including, without limitation, cash) to which Employee would have been entitled pursuant to the terms of the agreement of merger, consolidation or from time sale of assets and dissolution if, immediately prior to timesuch merger, consolidation or sale of assets and dissolution, Employee had been the Company shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise) holder of record of the number of shares of Stock then outstanding into covered by this Option. The above provisions of this Section 9(c) shall similarly apply to successive transactions of the foregoing type. (d) In the event that the Company declares a lesser dividend upon the Stock or makes any other distribution in respect of the Stock (other than a stock dividend or distribution for which an adjustment is made pursuant to (b) above), then, thereafter, the Employee, upon exercise of this Option, shall receive the number of shares of StockStock purchasable upon such exercise and, in addition and without further payment, the number of Awarded Shares shall be decreased proportionatelycash, stock, or other securities and/or property which the Employee would have received if the Employee had exercised this Option prior to the dividend or distribution. iii. Whenever the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect to the adjustments. iv. Adjustments under Subsections 9.b.(i(e) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe thereforetherefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Sharesshares of Stock subject to this Option or the purchase price per share.

Recapitalization or Reorganization. a. (a) The existence of this Agreement and the grant of the Awarded Shares Option shall not affect in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s 's capital structure or its business, any merger or consolidation of the Company, any issue of debt bonds, debentures, preferred or equity securities prior preference stocks ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange sale or other disposition transfer of all or any part of its assets or business business, or any other corporate act or proceeding. b. (b) The terms shares with respect to which this Option is exercisable are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to timeOption, the Company shall subdivide as effect a whole (by reclassification, by subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock split, without receipt of consideration by the issuance of a distribution on Stock payable in StockCompany, or otherwise) the number of shares of Stock then outstanding into a greater number with respect to which such Option may thereafter be exercised (i) in the event of shares of Stock, then an increase in the number of Awarded Shares outstanding shares shall be proportionately increased proportionatelyand the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per share shall be proportionately increased. ii. (c) If at any time, the Company merges or from time to time, consolidates with one or more corporations and the Company shall consolidate as a whole (by reclassificationbe the surviving corporation, reverse Stock splitthereafter upon any exercise of this Option the Optionee shall be entitled to purchase, or otherwise) in lieu of the number of shares of Stock as to which this Option shall then outstanding into a lesser be exercisable, the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Optionee had been the holder of record of the number of shares of StockStock as to which this Option is then exercisable. If the Company shall not be the surviving corporation in any merger or consolidation, or if the number Company is to be dissolved or liquidated, then unless a surviving corporation assumes or substitutes a new Option for this Option, this Option shall expire upon the effective date of Awarded Shares shall be decreased proportionatelysuch merger or consolidation or such dissolution or liquidation. iii. Whenever the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect to the adjustments. iv. Adjustments under Subsections 9.b.(i(d) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Sharesshares of Stock subject to this Option or the purchase price per share.

Recapitalization or Reorganization. a. (a) The existence shares with respect to which the Option may be exercised are shares of this Agreement Stock as presently constituted. If, and whenever, prior to the grant expiration of the Awarded Shares shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. b. The terms of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to timeOption, the Company shall subdivide as effect a whole (by reclassification, by subdivision of shares of Stock or the payment of a stock dividend on Stock split, without receipt of consideration by the issuance of a distribution on Stock payable in StockCompany, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then with respect to which the number of Awarded Shares Option may thereafter be exercised shall be increased proportionately. iiproportionately increased, and the purchase price per share under the Option shall be proportionately reduced. If at any timeIf, or from time and whenever, prior to timethe expiration of the Option, the Company shall consolidate as effect a whole (by reclassification, reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number consolidation of shares of Stock, the number of Awarded Shares shares of Stock with respect to which the Option may thereafter be exercised shall be decreased proportionately. iii. Whenever the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculatedproportionately reduced, and the change in purchase price and per share under the number of Awarded Shares after giving effect to the adjustmentsOption shall be proportionately increased. iv. Adjustments under Subsections 9.b.(i(b) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the The issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe thereforetherefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Sharesshares of Stock subject to the Option or the Exercise Price per share. (c) If the Company effects a recapitalization or otherwise materially changes its capital structure (both of the foregoing are herein referred to as a "Fundamental Change"), then thereafter upon any exercise of the Option, the Optionee shall be entitled to purchase under the Option, in lieu of the number of shares of Stock that would have been received, the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the Fundamental Change if, immediately prior to such Fundamental Change, the Optionee had been the holder of record of the number of shares of Stock covered by the Option.

Recapitalization or Reorganization. a. The existence of this Agreement and the grant of the Awarded Shares shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. b. The terms of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. (i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then the number of Awarded Shares shall be increased proportionately. (ii. ) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, the number of Awarded Shares shall be decreased proportionately. (iii. ) Whenever the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect to the adjustments. (iv. ) Adjustments under Subsections 9.b.(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Shares.

Recapitalization or Reorganization. a. (a) The existence of this Agreement and the grant of the Awarded Shares Option shall not affect in any way the right or power of the Board of Directors or the stockholders shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s 's capital structure or its business, any merger or consolidation of the Company, any issue of debt bonds, debentures, warrants, preferred or equity securities prior preference stocks ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange sale or other disposition transfer of all or any part of its assets or business business, or any other corporate act or proceeding. b. (b) The terms shares offered by this Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to timeOption, the Company shall subdivide as effect a whole (by reclassification, by subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock split, without receipt of consideration by the issuance of a distribution on Stock payable in StockCompany, or otherwise) the number of shares of Stock then outstanding into a greater number with respect to which this Option may thereafter be exercised (i) in the event of shares of Stock, then an increase in the number of Awarded Shares outstanding shares shall be increased proportionatelyproportionately increased, and the purchase price per share shall be proportionately reduced (but in no event to less than the par value of the Stock), and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. ii. (c) If at any time, the Company recapitalizes or from time to time, merges or engages in a compulsory share exchange with one or more other entities and the Company shall consolidate as a whole (by reclassificationbe the surviving or acquiring corporation, reverse Stock splitthereafter upon any exercise of this Option, or otherwise) Employee shall be entitled to purchase under this Option, in lieu of the number of shares of Stock as to which this Option shall then outstanding into a lesser be exercisable, the number and class of shares of stock and other securities or other property to which Employee would have been entitled pursuant to the terms of the recapitalization or plan of merger or exchange if, immediately prior to the effective time of such recapitalization or merger or share exchange, Employee had been the holder of record of the number of shares of StockStock as to which such Option is then exercisable. If the Company shall not be the surviving or acquiring corporation in any merger or share exchange, or if the number of Awarded Shares Company is to be dissolved or liquidated, then unless a surviving or acquiring entity assumes or substitutes new options for this Option, (i) the time at which this Option may be exercised shall be decreased proportionately. iii. Whenever accelerated and this Option shall become exercisable in full on or before a date fixed by the number of Awarded Shares are required to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect Company prior to the adjustments. iv. Adjustments under Subsections 9.b.(i) effective date of such merger or share exchange or such dissolution or liquidation, and (ii) upon such effective date this Option shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustmentsexpire. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. (d) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Sharesshares of Stock subject to this Option or the purchase price per share.

Recapitalization or Reorganization. a. (a) The existence of this Agreement and the grant of the Awarded Shares Option shall not affect in any way the right or power of the Board of Directors or the stockholders shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in change (b) The shares offered by this Option are shares of Stock as presently constituted, but if, and whenever, prior to the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. b. The terms expiration of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to timeOption, the Company shall subdivide as effect a whole (by reclassification, by subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock split, without receipt of consideration by the issuance of a distribution on Stock payable in StockCompany, or otherwise) the number of shares of Stock then outstanding into a greater number with respect to which this Option may thereafter be exercised (i) in the event of shares of Stock, then an increase in the number of Awarded Shares outstanding shares shall be increased proportionatelyproportionately increased, and the purchase price per share shall be proportionately reduced (but in no event to less than the par value of the Stock), and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. ii. (c) If at any time, the Company recapitalizes or from time to time, merges or engages in a compulsory share exchange with one or more other entities and the Company shall consolidate as a whole (by reclassificationbe the surviving or acquiring corporation, reverse Stock splitthereafter upon any exercise of this Option, or otherwise) Employee shall be entitled to purchase under this Option, in lieu of the number of shares of Stock as to which this Option shall then outstanding into a lesser be exercisable, the number and class of shares of stock and other securities or other property to which Employee would have been entitled pursuant to the terms of the recapitalization or plan of merger or exchange if, immediately prior to the effective time of such recapitalization or merger or share exchange, Employee had been the holder of record of the number of shares of Stock, the number of Awarded Shares shall be decreased proportionately. iii. Whenever the number of Awarded Shares are required Stock as to be adjusted as provided in this Section 9, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect to the adjustments. ivOption is then exercisable. Adjustments under Subsections 9.b.(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 9, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the issuance by If the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Shares.surviving

Recapitalization or Reorganization. a. The existence of this Agreement and the grant of the Awarded Shares shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting the Company’s common stock, par value $0.001 per share (the “Stock”), or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. b. The terms of this Agreement and the number of shares of Awarded Shares shall be subject to adjustment from time to time, in accordance with the following provisions: i. If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then the number of Awarded Shares shall be increased proportionately. ii. If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, the number of Awarded Shares shall be decreased proportionately. iii. Whenever the number of Awarded Shares are required to be adjusted as provided in this Section 910, the Committee shall promptly prepare and provide Grantee with a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Awarded Shares after giving effect to the adjustments. iv. Adjustments under Subsections 9.b.(i10.b.(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under this Agreement on account of any such adjustments. c. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by this Section 910, the Awarded Shares and this Agreement shall be subject to adjustment by the Committee at its discretion as to the number of Awarded Shares. d. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Awarded Shares.