Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (a) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (b) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall be as nearly equivalent in all substantive respects as practicable to this Warrant and the adjustments provided in this Article III and the provisions of this Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been considered exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 4 and the provisions of this Section 3.1, 4 and the provisions of this Section 4.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 3 and the provisions of this Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In At any time while this Warrant remains outstanding and unexpired, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities of the class 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 par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant; (b) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationreclassification or change, other than a change in par value, or exchange from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant of like form, tenor and effect and which will provide providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and purchase to receive upon such exercise, in lieu of each share of Warrant Stock Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, consolidation or merger, sale or transfer by a the holder of one share of Warrant Stock Common Share issuable upon exercise of this Warrant had this Warrant it been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and Section 6. Notwithstanding the provisions foregoing, in the case of this Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.any transaction

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been considered exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 3, and the provisions of this Section 3.1, 3 and the provisions of this Section 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: of any ----------------------------------------- reclassification (aother than a change in par value or from par value to no par value) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (b) Warrant Certificate, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationsuch reclassification or change), change or exchange of outstanding securities issuable upon exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute and deliver to each holder of Warrants, a new Warrant Certificate, providing that the holder of like form, tenor and effect and which will provide that Holder such new Warrant Certificate shall have the right to exercise such new Warrant Certificate (upon terms no less favorable to the holder than those then applicable to this Warrant Certificate) and purchase procure upon such exercise, exercise in lieu of each share of Warrant Stock the Company's voting common stock theretofore issuable upon exercise of this Warrant, the Warrants the kind and amount of shares of stock, other securities, money and or property (the "Consideration") receivable upon such reclassification, change, consolidation, or merger, sale or transfer by a the holder of one share of Warrant Stock the Company's voting common stock issuable upon exercise of the Warrants as though this Warrant Certificate had this Warrant been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 6. The provisions of this Section 3.1, 6(a) shall similarly apply to successive reclassifications, changes, consolidationsconsolidations or mergers. The Company shall use its best efforts to give Progress no less than 30 days prior written notice of any reclassification, mergerschange of outstanding securities, sales and transfersmerger or consolidation described in this Section 6(a).

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: of any ----------------------------------------- reclassification (aother than a change in par value or from par value to no par value) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (b) Warrant Certificate, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationsuch reclassification or change), change or exchange of outstanding securities issuable upon exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute and deliver to each holder of Warrants, a new Warrant Certificate, providing that the holder of like form, tenor and effect and which will provide that Holder such new Warrant Certificate shall have the right to exercise such new Warrant Certificate (upon terms no less favorable to the holder than those then applicable to this Warrant Certificate) and purchase procure upon such exercise, exercise in lieu of each share of Warrant Stock the Company's voting common stock theretofore issuable upon exercise of this Warrant, the Warrants the kind and amount of shares of stock, other securities, money and or property (the "Consideration") receivable upon such reclassification, change, consolidation, or merger, sale or transfer by a the holder of one share of Warrant Stock the Company's voting common stock issuable upon exercise of the Warrants as though this Warrant Certificate had this Warrant been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 6. The provisions of this Section 3.1, 6(a) shall similarly apply to successive reclassifications, changes, consolidationsconsolidations or mergers. The Company shall use its best efforts to give Meridian Bank no less than 30 days prior written notice of any reclassification, mergerschange of outstanding securities, sales and transfersmerger or consolidation described in this Section 6(a).

Reclassification, Consolidation or Merger. In case ofof any ----------------------------------------- reclassification, after the Warrant Stock is determinable: (a) any reclassification recapitalization, reorganization or change of outstanding securities of the class issuable upon exercise of this Warrant; Warrant (b) 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), or in case of any consolidation or merger of the Company with or into another corporation (corporation, other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, reclassification or change or exchange of outstanding securities issuable upon exercise of this Warrant); , or (c) in case of any sale or transfer to another corporation of all, all or substantially all, all of the assets of the Company, in each case which does not constitute a Change of Controlthe Company, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant, providing that the Holder of this Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase procure upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, reorganization, change, consolidation, merger, sale or transfer merger by a holder of one share of Warrant Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transferCommon Stock. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and Section 5. No consolidation or merger of the Company with or into another corporation referred to in the first sentence of this paragraph (a) shall be consummated unless the successor or purchasing corporation referred to above shall have agreed to issue a new Warrant as provided in this Section 5. The provisions of this Section 3.1, subsection (a) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. In At any time while this Note remains outstanding, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities issuable upon exercise Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of this Warrant; (ba subdivision or combination of Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationreclassification or change, other than a change in par value, or exchange from par value to no par value per share, or from no par value per share to par value, or as a result of outstanding securities issuable upon exercise a subdivision or combination Common Stock), or in the case of this Warrant); or (c) any sale or transfer to another corporation of all, the property of the Company as an entirety or substantially allas an entirety, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant notes providing that the holders of like form, tenor and effect and which will provide that Holder the Note shall have the right to exercise such new Warrant notes (upon terms not less favorable to the holders than those then applicable to the Note) and purchase to receive upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrantthe Note, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder the Holder of one share of Warrant Common Stock issuable upon exercise of this Warrant the Note had this Warrant the Note been exercised converted immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant notes shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 3. The provisions of this Section 3.1, 3.5 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In At any time while this Warrant remains outstanding and unexpired, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities of the class 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 par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant; (b) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationreclassification or change, other than a change in par value, or exchange from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant of like form, tenor and effect and which will provide providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and purchase to receive upon such exercise, in lieu of each share of Warrant Stock Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, consolidation or merger, sale or transfer by a the holder of one share of Warrant Stock Common Share issuable upon exercise of this Warrant had this Warrant it been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis. The provisions of this Section 3.1, Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been considered exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 3 and the provisions of this Section 3.1, 3 and the provisions of this Section 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, . sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been considered exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 3 and the provisions of this Section 3.1, 3 and the provisions of this Section 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In At any time while ----------------------------------------- this Warrant remains outstanding and unexpired, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities of the class 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 par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant; (b) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationreclassification or change, other than a change in par value, or exchange from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant of like form, tenor and effect and which will provide providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and purchase to receive upon such exercise, in lieu of each share of Warrant Stock Ordinary Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, consolidation or merger, sale or transfer by a the holder of one share of Warrant Stock Ordinary Share issuable upon exercise of this Warrant had this Warrant it been exercised immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 6. The provisions of this Section 3.1, Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (a) of any ----------------------------------------- reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant; Warrant (b) 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), or in case of any consolidation or merger of the Company with or into another corporation (corporation, other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, reclassification or change or exchange of outstanding securities issuable upon exercise of this Warrant); , or (c) in case of any sale or transfer to another corporation of all, all or substantially all, all of the assets of the Company, in each case which does not constitute a Change of Controlthe Company, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant, providing that the Holder of this Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase procure upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer merger by a holder of one share of Warrant Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transferCommon Stock. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and Section 4. No consolidation or merger of the Company with or into another corporation referred to in the first sentence of this paragraph (b) shall be consummated unless the successor or purchasing corporation referred to above shall have agreed to issue a new Warrant as provided in this Section 4. The provisions of this Section 3.1, subsection (b) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (a) of any ----------------------------------------- reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant; Warrant (b) other than as a result of a subdivision, split, combination or stock dividend), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationcorporation, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (c) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant, with substantially the same terms as this Warrant, and providing that the holder of this Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase procure upon such exercise, exercise in lieu of each share of Warrant the Common Stock theretofore issuable upon exercise of this Warrant, Warrant the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, merger, sale consolidation or transfer merger by a holder of one share of Warrant Stock issuable upon exercise of the Warrantholder if this Warrant had been fully exercised as of the date giving rise to the issuance of the new Warrant. For such purposes, if the number of Shares for which the Warrantholder may exercise this Warrant has not yet been exercised immediately prior determined pursuant to Section 2, then the number of Shares for which this Warrant shall be deemed to have been exercisable as of such reclassification, change, consolidation, merger, sale or transferdate shall be determined as if a Corporate Transaction had occurred on such date. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 4. The provisions of this Section 3.1, subsection (a) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this WarrantWarrant (assuming for such purposes that this Warrant was fully exercisable without any restrictions or conditions on exercise, provided, however that any such restrictions or conditions shall continue to remain in effect), the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall be as nearly equivalent in all substantive respects as practicable to this Warrant and the adjustments provided in this Article III and the provisions of this Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In At any time while the ----------------------------------------- Warrants remain outstanding and unexpired, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities issuable upon exercise of this Warrant; the Warrants (bother 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 of outstanding securities issuable upon the exercise of the Warrants) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationreclassification or change, other than a change in par value, or exchange from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrantthe Warrants); , or (c) in the case of any sale or transfer to another corporation of all, the property of the Company as an entirety or substantially allas an entirety, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant Warrants providing that the holders of like form, tenor and effect and which will provide that Holder the Warrants shall have the right to exercise such new Warrant Warrants (upon terms not less favorable to the holders than those then applicable to the Warrants) and purchase to receive upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrantthe Warrants, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a the holder of one share of Warrant Common Stock issuable upon exercise of this Warrant the Warrants had this Warrant the Warrants been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 6. The provisions of this Section 3.1, Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, Company in each case which does not constitute a Change of Controlone or more related transactions, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been considered exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 3, and the provisions of this Section 3.1, 3 and the provisions of this Section 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers. Holder shall be provided with prior written notice of any such adjustment.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities of the class issuable upon exercise of this WarrantWarrant (other than a change in or implementation of a par value, or as a result of a subdivision or combination); or (bii) any consolidation or merger of the Company with or into another corporation (or other entity, other than a merger with another corporation or other entity in which the Company is a continuing corporation and which does not result in any reclassification, reclassification or change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale sale, transfer or transfer to another corporation other disposition of all, all or substantially all, all of the property, business or assets of the Company, in each case which does not constitute a Change of Controlthe Company, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant providing that the holder of like form, tenor and effect and which will provide that Holder this Warrant shall have the right to exercise such new Warrant and purchase procure upon such exercise, in lieu of each share of Warrant Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property ("Other Property") receivable upon such reclassification, change, consolidation, merger, merger or sale or transfer by a holder of one share of Warrant Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transferCommon Stock. Such new Warrant shall be as nearly equivalent provide for adjustments provided for in all substantive respects as practicable to this Section 11. In case of any such event, the successor or acquiring corporation (if other than Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by Company and all the adjustments provided in this Article III obligations and liabilities hereunder, subject to such modifications to reflect the provisions of this Section 3.1, paragraph and otherwise as may be appropriate. The provisions of this subsection (b) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales mergers and transferssales.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Common Stock issuable upon exercise of this Warrant had this Warrant been considered exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided in this Article III Section 3 and the provisions of this Section 3.1, 3 and the provisions of this Section 3.1 shall similarly apply to successive reclassifications, changes, consolidations, consolidations mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case ofIf (1) at any time, after as a result of (A) a capital reorganization or reclassification (other than a subdivision, combination or distribution which gives rise to adjustment of the Warrant Stock is determinable: Exercise Price pursuant to Section 5(a) or Section 5(b) above); or (aB) any reclassification a merger or change of outstanding securities issuable upon exercise of this Warrant; (b) any consolidation or merger of the Company with another corporation, partnership, limited liability company or into another corporation other entity (other than a merger with another corporation in which whether or not the Company is a continuing corporation and which does not result the surviving entity), the class or series of equity interests in any reclassification, change or exchange of outstanding securities the Company issuable upon the exercise of this Warrant); Warrant shall be changed into or (c) exchanged for the same or a different number of units of any sale class or transfer to another corporation classes of all, or substantially all, of the assets of the Company, equity interests in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor any class or purchasing classes of stock or other equity interest in any other corporation, partnership, limited liability company or other entity, or other securities convertible into such stock or equity interests, then (2) as a part of such reorganization, reclassification, merger or consolidation, appropriate adjustments shall be made in the case may be, shall execute a new terms of this Warrant of like form, tenor and effect and which will provide so that (y) the Holder shall have the right thereafter be entitled to exercise such new Warrant and purchase upon such exercisereceive, in lieu of each share of Warrant Stock theretofore issuable upon exercise of this Warrant, the kind and amount of equity interests in the Company, shares of stock, other equity interests, other securities, money and property receivable upon which the Holder would have received at the time of such capital reorganization, reclassification, change, merger or consolidation, merger, sale or transfer by a holder of one share of Warrant Stock issuable upon exercise of if the Holder had exercised its right under this Warrant had this to purchase Warrant been exercised Shares immediately prior to such capital reorganization, reclassification, change, merger or consolidation, merger, sale or transfer. Such new and (z) this Warrant shall thereafter be adjusted on terms as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments heretofore provided in this Article III and the provisions Section 5. The provision of this Section 3.1, 5(c) shall similarly apply to successive capital reorganizations, reclassifications, changes, consolidations, mergers, sales and transfersconsolidations.

Reclassification, Consolidation or Merger. In case of, after the Warrant Stock is determinable: (ai) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (bii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (ciii) any sale or transfer to another corporation of all, or substantially all, of the assets property of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form, tenor and AtriCure, Inc. Warrant effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Warrant Preferred Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall be as nearly equivalent in all substantive respects as practicable to this Warrant and the adjustments provided in this Article III and the provisions of this Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In At any time while Warrants are outstanding and unexpired, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (b) any consolidation or merger of the Company with or into another corporation Warrants (other than a merger with another corporation change in which the Company is par value, or from par value to no par value per share, or from no par value per share to par value or as a continuing corporation and which does not result in any reclassification, change of subdivision or exchange combination of outstanding securities issuable upon the exercise of this Warrantthe Warrants); , or (c) in the case of any sale or transfer to another corporation of all, all or substantially all, all of the assets property of the Company, in each case which does not constitute a Change of Controlthe Company, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant Warrants providing that the holders of like form, tenor and effect and which will provide that Holder the Warrants shall have the right to exercise such new Warrant Warrants (upon terms not less favorable to the Holders than those then applicable to the Warrants) and purchase to receive upon such exercise, in lieu of each share of Warrant Common Stock theretofore issuable upon exercise of this Warrantthe Warrants, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a the holder of one share of Warrant Common Stock issuable upon exercise of this Warrant the Warrants had this Warrant the Warrants been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section 6. The provisions of this Section 3.1, 6.2(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. In At any time while this Warrant remains outstanding and unexpired, in case of, after the Warrant Stock is determinable: (a) of any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (b) Warrant or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassificationreclassification or change), change or exchange in the case of outstanding securities issuable upon exercise of this Warrant); or (c) any sale or transfer to another corporation of all, the property of the Company as an entirety or substantially allas an entirety, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in each such event, the Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant of like form, tenor and effect and which will provide providing that the Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Holder than those then applicable to this Warrant) and purchase to receive upon such exercise, in lieu of each share of Warrant Stock Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder the Holder of one share of Warrant Stock Share issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Warrant shall provide for adjustments which shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Article III and the Section. The provisions of this Section 3.1, shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.