Common use of Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance Clause in Contracts

Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 10), the Holder’s right to receive shares of Common Stock issuable upon exercise of a Warrant shall be converted into the right to exercise a Warrant to acquire the number of shares of stock or other securities or property (including cash) that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of such Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification (the amount of such shares, other securities or property in respect of a share of Common Stock being herein referred to as a “Unit of Reference Property”); and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be achievable, to the Holder’s right to exercise such Warrant in exchange for a Unit of Reference Property pursuant to this paragraph. If the Business Combination causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the composition of the Unit of Reference Property into which the Warrants will be exercisable shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock per share of Common Stock. For the purposes of this section, “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. (a) In case any of the following shall occur while any Business Combination Warrants are outstanding: (i) any reclassification or reclassification change of the outstanding shares of Common Stock (other than a reclassification change in par value, or from par value to no par value, or as covered by Section 10(a)), or (ii) any consolidation, merger or combination of the Company with or into another corporation as a result of which holders of Common Stock referred to in Section 10), the Holder’s right shall be entitled to receive stock, other securities or cash with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the property or assets of the Company as, or substantially as, an entirety to any other entity as a result of which holders of Common Stock shall be entitled to receive stock, other securities or cash with respect to or in exchange for such Common Stock, then the Company, or such successor corporation or transferee, as the case may be, shall make appropriate provision by amendment of this Agreement or by the successor corporation or transferee executing with the Warrant Agent an agreement so that the holders of the Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Warrants (in lieu of the number of shares of Common Stock theretofore deliverable) to receive the kind and amount of securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance as would be received by a holder of the number of shares of Common Stock issuable upon exercise of a Warrant shall be converted into the right to exercise a Warrant to acquire the number of shares of stock or other securities or property (including cash) that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of such Warrant immediately prior to such Business Combination reclassification, change, consolidation, merger, sale or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification (the amount of such shares, other securities or property in respect of a share of Common Stock being herein referred to as a “Unit of Reference Property”); and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be achievable, to the Holder’s right to exercise such Warrant in exchange for a Unit of Reference Property pursuant to this paragraph. conveyance.If the Business Combination causes holders of the Common Stock to be converted intomay elect from choices the kind or amount of securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election)conveyance, then for the composition purpose of this Section 12 the Unit kind and amount of Reference Property into which the Warrants will be exercisable securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance shall be deemed to be the weighted average choice specified by the holder of the types and amounts of consideration actually received Warrant, which specification shall be made by the holder of the Warrant by the later of (A) 20 calendar days after the holder of the Warrant is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock per share concerning such choice, or if no such information is required, 20 calendar days after the Company notified the holder of the Warrant of all material facts concerning such specification and (B) the last time at which holders of Common StockStock are permitted to make their specification known to the Company. For If the purposes holder of this sectionthe Warrant fails to make any specification, “Business Combination” means the holder’s choice shall be deemed to be whatever choice is made by a mergerplurality of holders of Common Stock not affiliated with the Company or any other party to the reclassification, change, consolidation, statutory share exchange merger, combination, sale or similar transaction that requires conveyance. Such adjusted Warrants shall provide for adjustments which, for events subsequent to the approval effective date of such new Warrants, shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The above provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances of the Company’s stockholderskind described above. (b) The Company shall instruct the Warrant Agent to mail by first class mail, postage prepaid, to each registered holder of a Warrant, written notice of the execution of any such amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. The provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.