Common use of Reorganization, Merger, etc Clause in Contracts

Reorganization, Merger, etc. In case of any merger or consolidation of the Company into or with another corporation where the Company is not the surviving corporation, or a merger or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) of all or substantially all of the assets of the Company (collectively, a “Reorganization”), the Company or such successor entity shall on or before the date of consummation of the Reorganization (the “Closing Date”), at its option, either: (i) deliver to the Holder a notice of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value for each such Warrant measured as of the date immediately to the Closing Date; or (ii) execute and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such action. The Company shall at expense mail by first class mail, postage prepaid, to the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical to the adjustments provided herein.

Reorganization, Merger, etc. In case of at any merger or consolidation of time the Company into shall initiate any transaction or with another corporation where the Company is not the surviving corporationbe a party to any transaction (including, or without limitation, a merger or consolidation which results in the termination of the Company’s registration under the Exchange Actmerger, or consolidation, share exchange, sale, transfer lease or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) other disposition of all or substantially all of the assets Company's assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the Common Stock shall be changed into or exchanged for different securities of the Company (collectively, a “Reorganization”), the Company or such successor entity shall on capital stock or before the date of consummation of the Reorganization (the “Closing Date”), at its option, either: (i) deliver to the Holder a notice of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value for each such Warrant measured as of the date immediately to the Closing Date; or (ii) execute and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition of the consummation of such Transaction, lawful, enforceable and adequate provision shall be made so that each Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant(s) to purchase all or a portion of such securities or other property, or (ii) upon exercise of its Warrant(s) at any time on or after the consummation of the Transaction, in lieu of the shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which the such Holder would have owned or have been entitled upon consummation of the Transaction if such Holder had exercised its Warrant(s) immediately prior thereto (subject to receive adjustments from and after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such action. The Company shall at expense mail by first class mail, postage prepaid, to the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical consummation date as nearly equivalent as possible to the adjustments provided hereinfor in this Section 7). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to such Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive, and such corporation or entity shall have similarly delivered to such Holder prior to the effectiveness of the Transaction an opinion of counsel for such corporation or entity, reasonably satisfactory in form and substance to such Holder, which opinion shall state that all of the terms of the new warrant or the original Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as such Holder may reasonably request. The foregoing provisions of this Section 7(b) shall similarly apply to successive Transactions.

Reorganization, Merger, etc. In case of at any merger or consolidation of time the Company into shall initiate any transaction or with another corporation where the Company is not the surviving corporationbe a party to any transaction (including, or without limitation, a merger or consolidation which results in the termination of the Company’s registration under the Exchange Actmerger, or consolidation, share exchange, sale, transfer lease or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) other disposition of all or substantially all of the assets Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the Common Stock shall be changed into or exchanged for different securities of the Company (collectively, a “Reorganization”), the Company or such successor entity shall on capital stock or before the date of consummation of the Reorganization (the “Closing Date”), at its option, either: (i) deliver to the Holder a notice of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value for each such Warrant measured as of the date immediately to the Closing Date; or (ii) execute and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of such Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant to purchase all or a portion of such securities or other property, or (ii) upon exercise of its Warrant at any time on or after the consummation of the Transaction, in lieu of the shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which the Holder would have owned or have been entitled upon consummation of the Transaction if the Holder had exercised its Warrant(s) immediately prior thereto (subject to receive adjustments from and after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such action. The Company shall at expense mail by first class mail, postage prepaid, to the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical consummation date as nearly equivalent as possible to the adjustments provided hereinfor in this Section 7). The Company will not affect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to such Holder, the obligation to deliver to the Holder such new warrant, securities or other property as in accordance with the foregoing provisions the Holder may be entitled to receive, and such corporation or entity shall have similarly delivered to the Holder prior to the effectiveness of the Transaction an opinion of counsel for such corporation or entity, reasonably satisfactory in form and substance to the Holder, which opinion shall state that all of the terms of the new warrant or the original Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 7(b) shall similarly apply to successive Transactions.

Reorganization, Merger, etc. In case of If any merger capital reorganization, reclassification or consolidation similar transaction involving the capital stock of the Company into (other than as specified in Section 7.1(a)), any consolidation, merger or business combination of the Company with another corporation where the Company is not the surviving corporation, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all any substantial part of the assets of the Company (collectivelyto another corporation, shall be effected in such a “Reorganization”), the Company or such successor entity shall on or before the date of consummation way that holders of the Reorganization (the “Closing Date”), at its option, either: (i) deliver to the Holder a notice of redemption (the “Redemption Notice”), which Common Stock shall be binding on the Company and on the Holderentitled to receive stock, stating the Company’s intent securities or assets (including, without limitation, cash) with respect to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value or in exchange for each such Warrant measured as shares of the date immediately Common Stock, then, prior to the Closing Date; or (ii) execute and deliver to the Holder an agreementas a condition of such reorganization, which reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be binding on the Holder, that made whereby the Holder shall thereafter have the right thereafter to purchase upon exercise of this Warrant and payment of the Warrant Exercise Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant action, the kind and amount of shares and other of stock, securities and property (including cash) or assets which the Holder he would have owned or have been entitled to receive after the happening of such consolidation reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or merger conveyance had such this Warrant been exercised immediately prior to such actiontransaction. The Company shall at expense mail not effect any such consolidation, merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by first class mailwritten instrument executed and sent to each registered Holder, postage prepaidthe obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive. Nothing contained in this Section, shall limit the Holder notice Holder's obligation to participate in an Approved Sale (as defined in the Shareholders Agreement) in accordance with the provisions of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical to the adjustments provided hereinShareholders Agreement.

Reorganization, Merger, etc. In case of at any merger or consolidation of time the Company into shall initiate any transaction or with another corporation where the Company is not the surviving corporationbe a party to any transaction (including, or without limitation, a merger or consolidation which results in the termination of the Company’s registration under the Exchange Actmerger, or consolidation, share exchange, sale, transfer lease or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) other disposition of all or substantially all of the assets Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the Common Stock shall be changed into or exchanged for different securities of the Company (collectively, a “Reorganization”), the Company or such successor entity shall on capital stock or before the date of consummation of the Reorganization (the “Closing Date”), at its option, either: (i) deliver to the Holder a notice of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value for each such Warrant measured as of the date immediately to the Closing Date; or (ii) execute and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of such Transaction, lawful, enforceable and adequate provisions shall be made so that such Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant(s) to purchase all or a portion of such securities or other property, or (ii) upon exercise of its Warrant(s) at any time on or after the consummation of the Transaction, in lieu of the shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which the such Holder would have owned or have been entitled upon consummation of the Transaction if such Holder had exercised its Warrant(s) immediately prior thereto (subject to receive adjustments from and after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such action. The Company shall at expense mail by first class mail, postage prepaid, to the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical consummation date as nearly equivalent as possible to the adjustments provided hereinfor in this Section 7). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to such Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive, and such corporation or entity shall have similarly delivered to such Holder prior to the effectiveness of the Transaction an opinion of counsel for such corporation or entity, reasonably satisfactory in form and substance to such Holder, which opinion shall state that all of the terms of the new warrant or the original Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as such Holder may reasonably request. The foregoing provisions of this Section 7(b) shall similarly apply to successive Transactions.

Reorganization, Merger, etc. In case If any capital reorganization, reclassification or similar transaction involving the capital stock of the Issuer (other than as specified in Section 4.1(a) hereof), any consolidation, merger or consolidation business combination of the Company into or Issuer with another corporation where the Company is not the surviving corporation, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all any substantial part of its assets to another corporation, shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive stock, securities or assets (including, without limitation, cash) with respect to or in exchange for shares of the Company (collectivelyCommon Stock, then, prior to and as a “Reorganization”)condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Company or such successor entity Holder shall on or before thereafter have the date of consummation right to purchase at an exercise price, subject to adjustment, equivalent to the Exercise Price immediately theretofore payable upon the exercise of the Reorganization (rights represented hereby and receive upon the “Closing Date”)basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares of the Issuer immediately theretofore purchasable and receivable upon the exercise of this Warrant, at its optionsuch shares of stock, either: (i) deliver securities or assets as may be issued or payable with respect to the Holder or in exchange for a notice number of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per outstanding Warrant Shares equal to the Black Scholes number of Warrant Value for each such Warrant measured as Shares immediately theretofore purchasable and receivable upon the exercise of the date immediately to the Closing Date; or (ii) execute and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of such consolidation or merger rights represented hereby had such Warrant Warrants been exercised immediately prior to such actiontransaction. The Company Issuer shall at expense mail by first class mail, postage prepaid, to the Holder notice of the execution of not effect any such agreement. Such agreement consolidation, merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Issuer) resulting from such consolidation or merger or the corporation purchasing such assets shall provide for adjustmentsassume by written instrument executed and sent to each registered Holder the obligation to deliver to such Holder such shares of stock, which shall securities or assets as, in accordance with the foregoing provisions, such Holder may be substantially identical entitled to the adjustments provided hereinreceive.

Reorganization, Merger, etc. In case If any capital reorganization or reclassification of any merger the capital stock of the Company, or consolidation or merger of the Company into or with another corporation where the Company is not the surviving corporationor entity, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all of the Company's assets to another corporation or entity shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, or conveyance, lawful and adequate provision shall be made whereby the Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Company (collectively, a “Reorganization”), shares of Common Stock immediately theretofore purchasable and receivable upon the Company or such successor entity shall on or before the date of consummation exercise of the Reorganization (the “Closing Date”)rights represented hereby, at its optionsuch shares of stock, either: (i) deliver securities, or assets as may be issued or payable with respect to the Holder or in exchange for a notice number of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant outstanding shares of such Common Stock equal to the Black Scholes Warrant Value for each number of shares of such Warrant measured as Common Stock immediately theretofore purchasable and receivable upon the exercise of the date immediately rights represented hereby had such reorganization, reclassification, consolidation, merger, sale, or conveyance not taken place, and, in any such case, appropriate provision shall be made with respect to the Closing Date; or (ii) execute rights and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment interests of the Warrant Price in effect immediately prior to Holder such action that the provisions hereof (after giving including, without limitation, provisions for adjustment of the Purchase Price) shall thereafter be applicable, as nearly as may be, to any applicable adjustments hereunder) to purchase stock, securities, or assets thereafter deliverable upon the exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such actionhereof. The Company shall at expense mail not effect any consolidation, merger, or sale of all or substantially all of its assets to any other corporation or entity, unless prior to or simultaneously with the consummation thereof the successor corporation or entity (if other than the Company) resulting from such consolidation or merger, or the corporation or entity purchasing such assets, shall assume, by first class mail, postage prepaid, written instrument executed and mailed or delivered to the Warrant Holder notice of at the execution of any such agreement. Such agreement shall provide for adjustmentsaddress indicated in Section 7 hereof, which shall be substantially identical to the adjustments provided herein.the

Reorganization, Merger, etc. In case If any capital reorganization or reclassification of any merger the capital stock of the Company, or consolidation or merger of the Company into or with another corporation where the Company is not the surviving corporationor entity, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all of the Company's assets to another corporation or entity shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, or conveyance, lawful and adequate provision shall be made whereby the Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Company (collectively, a “Reorganization”), shares of Common Stock immediately theretofore purchasable and receivable upon the Company or such successor entity shall on or before the date of consummation exercise of the Reorganization (the “Closing Date”)rights represented hereby, at its optionsuch shares of stock, either: (i) deliver securities, or assets as may be issued or payable with respect to the Holder or in exchange for a notice number of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant outstanding shares of such Common Stock equal to the Black Scholes Warrant Value for each number of shares of such Warrant measured as Common Stock immediately theretofore purchasable and receivable upon the exercise of the date immediately rights represented hereby had such reorganization, reclassification, consolidation, merger, sale, or conveyance not taken place, and, in any such case, appropriate provision shall be made with respect to the Closing Date; or (ii) execute rights and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment interests of the Warrant Price in effect immediately prior to Holder such action that the provisions hereof (after giving including, without limitation, provisions for adjustment of the Purchase Price) shall thereafter be applicable, as nearly as may be, to any applicable adjustments hereunder) to purchase stock, securities, or assets thereafter deliverable upon the exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such actionhereof. The Company shall at expense mail by first class mailnot effect any consolidation, postage prepaidmerger, or sale of all or substantially all of its assets to any other corporation or entity, unless prior to or simultaneously with the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical to the adjustments provided herein.consummation

Reorganization, Merger, etc. In case of If any merger capital reorganization, reclassification or consolidation of similar transaction involving the Company into or with another corporation where the Company is not the surviving corporation, or a merger or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) of all or substantially all of the assets capital stock of the Company (collectively, a “Reorganization”other than as specified in Section 4.1(a) hereof), any consolidation, merger or business combination of the Company with another corporation, or the sale or conveyance of all or any substantial part of its assets to another corporation, shall be effected in such successor entity shall on or before the date of consummation a way that holders of the Reorganization shares of Common Stock shall be entitled to receive stock, securities or assets (including, without limitation, cash) with respect to or in exchange for shares of the “Closing Date”)Common Stock, at its optionthen, either: prior to and as a condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares of the Company immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Warrant Shares equal to the number of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance not taken place. The Company shall not effect any such consolidation, merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (iif other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and sent to the Holder, the obligation to deliver to the Holder a notice such shares of redemption (stock, securities or assets as, in accordance with the “Redemption Notice”)foregoing provisions, which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value for each such Warrant measured as of the date immediately to the Closing Date; or (ii) execute and deliver to the Holder an agreement, which shall may be binding on the Holder, that the Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such action. The Company shall at expense mail by first class mail, postage prepaid, to the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical to the adjustments provided hereinreceive.

Reorganization, Merger, etc. In case of any merger capital reorganization, reclassification or consolidation similar transaction involving the capital stock of the Company into (other than as provided in Section 5.04), any consolidation, merger or business combination of the Company with another corporation where the Company is not the surviving corporation, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all of the its assets to another corporation, shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets (collectivelyincluding, a “Reorganization”)but not limited to, the Company cash) with respect to or such successor entity shall on or before the date of consummation in exchange for shares of the Reorganization (the “Closing Date”)Common Stock, at its optionthen, either: (i) deliver prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant Securities immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a notice number of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant outstanding shares of Common Stock equal to the Black Scholes Warrant Value for each such Warrant measured as number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the date immediately rights represented hereby. In any such case, appropriate provision shall be made with respect to the Closing Date; or (ii) execute rights and deliver interests of the Holder to the Holder an agreement, which shall be binding on the Holder, end that the Holder shall have provisions hereof (including, without limitation, provisions for adjustment of the right thereafter Exercise Price and of the number of Warrant Securities purchasable upon payment the exercise of this Warrant and for the registration of the Warrant Price Securities to the extent provided herein shall thereafter be applicable, as nearly as may be possible, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect immediately any such consolidation, merger, business combination, sale or conveyance unless prior to such action or simultaneously with the consummation thereof the survivor or successor corporation (after giving to any applicable adjustments hereunderif other than the Company) to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of resulting from such consolidation or merger had or the corporation purchasing such Warrant been exercised immediately prior assets shall assume by a written, valid and binding instrument (which instrument shall be sent to each registered Holder before or subsequent to such actionconsummation), the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of all of the provisions of this Agreement to be performed and observed by the Company and of all liabilities and obligations of the Company hereunder. The Company provisions of this Section 5.05 shall at expense mail by first class mailsimilarly apply to successive reorganizations, postage prepaidrecapitalizations, to the Holder notice of the execution of any such agreement. Such agreement shall provide for adjustmentsconsolidations, which shall be substantially identical to the adjustments provided hereinmergers, business combinations, sales, conveyances or similar transactions.

Reorganization, Merger, etc. In case of If any merger capital reorganization, reclassification or consolidation similar transaction involving the capital stock of the Company into (other than as specified in Section 7.1(a)), any consolidation, merger or business combination of the Company with another corporation where the Company is not the surviving corporation, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all any substantial part of the assets of the Company (collectivelyto another corporation, shall be effected in such a “Reorganization”), the Company or such successor entity shall on or before the date of consummation way that holders of the Reorganization (the “Closing Date”), at its option, either: (i) deliver to the Holder a notice of redemption (the “Redemption Notice”), which Common Stock shall be binding on the Company and on the Holderentitled to receive stock, stating the Company’s intent securities or assets (including, without limitation, cash) with respect to redeem the Warrants at a price per Warrant equal to the Black Scholes Warrant Value or in exchange for each such Warrant measured as shares of the date immediately Common Stock, then, prior to the Closing Date; or (ii) execute and deliver to the Holder an agreementas a condition of such reorganization, which reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be binding on the Holder, that made whereby the Holder shall thereafter have the right thereafter to purchase upon exercise of this Warrant and upon payment of the Warrant Exercise Price in effect immediately prior to such action (after giving to any applicable adjustments hereunder) to purchase upon exercise of each Warrant action, the kind and amount of shares and other of stock, securities and property (including cash) or assets which the Holder he would have owned or have been entitled to receive after the happening of such consolidation reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or merger conveyance had such this Warrant been exercised immediately prior to such actiontransaction. The Company shall at expense mail not effect any such consolidation, merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by first class mailwritten instrument executed and sent to each registered Holder, postage prepaidthe obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive. Nothing contained in this Section, shall limit the Holder notice Holder's obligation to participate in an Approved Sale (as defined in the Shareholders Agreement) in accordance with the provisions of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be substantially identical to the adjustments provided hereinShareholders Agreement.

Reorganization, Merger, etc. In case If any stock split, capital reorganization or reclassification of any merger the capital stock of the Company, or consolidation or merger of the Company into or with another corporation where the Company is not the surviving corporationor entity, or a merger the sale or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) conveyance of all or substantially all of the Company's assets to another corporation or entity shall be effected, then, as a condition of such stock split, reorganization, reclassification, consolidation, merger, sale or conveyance, lawful and adequate provision shall be made whereby the Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Company (collectively, a “Reorganization”), shares of Series B Preferred immediately theretofore purchasable and receivable upon the Company or such successor entity shall on or before the date of consummation exercise of the Reorganization (the “Closing Date”)rights represented hereby, at its optionsuch shares of stock, either: (i) deliver securities, or assets as may be issued or payable with respect to the Holder or in exchange for a notice number of redemption (the “Redemption Notice”), which shall be binding on the Company and on the Holder, stating the Company’s intent to redeem the Warrants at a price per Warrant outstanding shares of such Series B Preferred equal to the Black Scholes Warrant Value for each number of shares of such Warrant measured as Series B Preferred immediately theretofore purchasable and receivable upon the exercise of the date immediately rights represented hereby had such reorganization, reclassification, consolidation, merger, sale, or conveyance not taken place, and, in any such case, appropriate provision shall be made with respect to the Closing Date; or (ii) execute rights and deliver to the Holder an agreement, which shall be binding on the Holder, that the Holder shall have the right thereafter upon payment interests of the Warrant Price in effect immediately prior to Holder such action (after giving that the provisions hereof shall thereafter be applicable, as nearly as may be, to any applicable adjustments hereunder) to purchase stock, securities, or assets thereafter deliverable upon the exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant been exercised immediately prior to such actionhereof. The Company shall at expense mail not effect any consolidation, merger or sale of all or substantially all of its assets to any other corporation or entity, unless prior to or simultaneously with the consummation thereof the successor corporation or entity (if other than the Company) resulting from such consolidation or merger, or the corporation or entity purchasing such assets, shall assume, by first class mail, postage prepaid, written instrument executed and mailed or delivered to the Warrant Holder notice at the address indicated in Section 7 hereof, the obligation of such corporation or entity to deliver to such Warrant Holder shares of stock, securities, or assets as, in accordance with the execution provisions of any this Warrant, such agreement. Such agreement shall provide for adjustmentsWarrant Holder may be entitled to purchase, which shall and to perform and observe each and every covenant and condition of this Warrant to be substantially identical to performed and observed by the adjustments provided hereinCompany.