Common use of Reorganization of Company Clause in Contracts

Reorganization of Company. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Reorganization of Company. In case of If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date of the transaction. If, in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders of shares of stock Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidationthan the Company, or upon a dissolution following any the person to which such sale or transferconveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of Agreement. If this Section 1110(k) applies, then such adjustment shall be made pursuant to subsections (athe provisions of Sections 10(a), (b), this subsection (c), (d) and (ge) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfersdo not apply.

Reorganization of Company. In case of If any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) Common Stock of the Company or (b) of this Section 11 any consolidation or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with another entity, or into another corporation (other than a consolidation the sale or merger in which the Company is the continuing corporation and that does not result in any reclassification lease of all or reorganization substantially all of the outstanding Ordinary Shares), or in the case of any sale or conveyance Company's assets to another corporation or entity shall be effected in such a way that holders of the assets or other property Common Stock of the Company shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as an entirety a condition precedent to such reclassification, consolidation, merger, sale or substantially as an entirety in connection with which lease, lawful and adequate provisions shall be made whereby the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in this Warrant, including, without limitation, the Warrants requirements set forth in Section 6(b), and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities or assets as may be issued or payable in such reclassification, consolidation, merger, sale or lease with respect to or in exchange for the kind and amount number of shares of stock or other Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or property assets thereafter deliverable upon the exercise hereof. The successor corporation (including cashif other than the Company) receivable upon resulting from such reclassification, reorganization, consolidation or merger or consolidationthe corporation purchasing or leasing such assets shall assume by a supplemental Warrant, executed and mailed or upon a dissolution following any delivered to the Holder, the obligation to deliver to the Holder such sale shares of stock, securities or transferassets as, that in accordance with the Warrant holder would have received if such Warrant holder had exercised hisforegoing provisions, her or its Warrant(s) immediately prior Holder may be entitled to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferspurchase.

Reorganization of Company. In case of any reclassification or reorganization consolidation of the outstanding Ordinary Shares Company with or merger of the Company into another entity, the Company or such successor entity shall execute and deliver to the Holder an agreement that the Holder shall have the right thereafter, and until the Expiration Date, upon payment of the applicable Exercise Price in effect immediately prior to such action (other than a change covered by subsection after giving effect to any applicable adjustments under subsections (a) or and (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right 6) to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, Warrant the kind and amount of shares of stock or and other securities or and property (including cash) receivable upon that such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant holder had been exercised his, her or its Warrant(s) immediately prior to such event; action. The Company shall at its sole 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 for in this Section 6. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental Warrant Agreement reasonably satisfactory in form and if any reclassification also results substance to the Holder in a change in Ordinary Shares covered by subsection (a) or (b) its sole judgment and executed and delivered to the Holder, the due and punctual performance and observance of each and every covenant and condition of this Section 11, then such adjustment shall Agreement to be made pursuant to subsections (a), (b), this subsection (d) performed and (g) of Section 11observed by the Company. The provisions of this subsection (dg) shall similarly apply to successive reclassificationsconsolidations or mergers. Any transfer, reorganizationssale or lease of all or substantially all of the assets of the Company for a consideration consisting primarily of equity securities shall be deemed a consolidation or merger for the foregoing purposes. If the issuer of securities deliverable upon exercise of the Warrant under the supplemental Warrant Agreement is an affiliate of the formed, mergers surviving, transferee or consolidationslessee entity, sales or other transfersthat issuer shall join in the supplemental Warrant Agreement. If this subsection (g) applies, subsections (a) and (b) of this Section 6 do not apply.

Reorganization of Company. In case of If any capital reorganization or reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) capital stock of the Company, any consolidation or (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with another entity, or into the sale or lease of all or substantially all of the Company's assets to another corporation (entity, other than in each case in connection with an Acquisition Transaction shall be effected in such a consolidation or merger in which the Company is the continuing corporation and way that does not result in any reclassification or reorganization holders of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property Common Stock of the Company shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as an entirety a condition precedent to such reorganization, reclassification, consolidation, merger, sale or substantially as an entirety in connection with which lease, lawful and adequate provisions shall be made whereby the Company is dissolved, the Warrant holders Holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants herein and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities or assets as may be issued or payable in such reorganization, reclassification, consolidation, merger, sale or lease with respect to or in exchange for the kind and amount number of shares of stock or other securities or property (including cash) Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such reclassificationrights been exercised immediately prior thereto, reorganization, merger or consolidation, or upon a dissolution following and in any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment case appropriate provision shall be made pursuant with respect to subsections the rights and interests of the Holder to the end that the provisions hereof (a)including without limitation, (b)if applicable, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of this subsection (dWarrant) and (g) shall thereafter be applicable, as nearly as may be, in relation to any shares of Section 11stock, securities or assets thereafter deliverable upon the exercise hereof. The provisions Company will not effect any such consolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or leasing such assets shall assume by written instrument, executed and mailed or delivered to the Holder at the last address thereof appearing on the books of this subsection (d) shall similarly apply the Company, the obligation to successive reclassificationsdeliver to the Holder such shares of stock, reorganizationssecurities or assets as, mergers or consolidationsin accordance with the foregoing provisions, sales or other transfersthe Holder may be entitled to purchase.

Reorganization of Company. In case If the Company effects a capital reorganization or recapitalization of its capital stock or consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of person, then, as a condition precedent to the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value consummation of such Ordinary Shares)transaction, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation lawful and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, adequate provisions shall be made whereby the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Agreement and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities, cash or other assets which the kind holder of a Warrant would have received immediately after the reorganization, recapitalization, consolidation, merger, transfer or lease if the holder had exercised such Warrant immediately before the effective date of the transaction, and amount in any case appropriate provision shall be made with respect to the rights and interests of the holders thereof to the end that the provisions hereof (including without limitation provisions for adjustments of the number of shares of stock or other securities or property (including cash) Common Stock purchasable and receivable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, cash or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such reclassification, reorganization, merger or consolidation, merger, transfer or upon a dissolution following lease, unless, prior to the consummation thereof, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or transferconveyance shall have been made, shall enter into and deliver to the holders of Warrants at the last address thereof appearing on the books of the Company, a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Agreement. If this subsection (am) or (b) of this Section 11applies, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (c), (d) and (ge) of this Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers10 do not apply.

Reorganization of Company. In case of If any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) Common Stock of the Company or (b) of this Section 11 any consolidation or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with another entity, or into another corporation (other than a consolidation the sale or merger in which the Company is the continuing corporation and that does not result in any reclassification lease of all or reorganization substantially all of the outstanding Ordinary Shares), or in the case of any sale or conveyance Company's assets to another corporation or entity shall be effected in such a way that holders of the assets or other property Common Stock of the Company shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as an entirety a condition precedent to such reclassification, consolidation, merger, sale or substantially as an entirety in connection with which the Company is dissolvedlease, lawful and adequate provisions shall be made whereby the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Agreement and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities or assets as may be issued or payable in such reclassification, consolidation, merger, sale or lease with respect to or in exchange for the kind and amount number of shares of stock or other Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and in any such case appropriate provision shall be made with respect to the rights and interests of the holders of the Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or property (including cash) receivable assets thereafter deliverable upon the exercise hereof. The Company will not effect any such reclassification, reorganizationconsolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such reclassification, consolidation or merger or consolidationthe corporation purchasing or leasing such assets shall assume by a supplemental Warrant Agreement, executed and mailed or upon a dissolution following any such sale or transferdelivered to the holders of the Warrants at the last address thereof appearing on the books of Company, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior obligation to deliver to such event; and if any reclassification also results holders such shares of stock, securities or assets as, in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11accordance with the foregoing provisions, then such adjustment shall holders may be made pursuant entitled to subsections (a), (b), this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferspurchase.

Reorganization of Company. In case of If any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) Common Stock of the Company or (b) of this Section 11 any consolidation or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with another entity, or into another corporation (other than a consolidation the sale or merger in which the Company is the continuing corporation and that does not result in any reclassification lease of all or reorganization substantially all of the outstanding Ordinary Shares), or in the case of any sale or conveyance Company's assets to another corporation or entity shall be effected in such a way that holders of the assets or other property Common Stock of the Company shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as an entirety a condition precedent to such reclassification, consolidation, merger, sale or substantially as an entirety in connection with which the Company is dissolvedlease, lawful and adequate provisions shall be made whereby the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Agreement and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities or assets as may be issued or payable in such reclassification, consolidation, merger, sale or lease with respect to or in exchange for the kind and amount number of shares of stock or other Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and in any such case appropriate provision shall be made with respect to the rights and interests of the holders of the Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or property (including cash) receivable assets thereafter deliverable upon the exercise hereof. The Company will not effect any such reclassification, reorganizationconsolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such reclassification, consolidation or merger or consolidationthe corporation purchasing or leasing such assets shall assume by a supplemental Warrant Agreement, executed and mailed or delivered to the holders of the Warrants at the last address thereof appearing on the books of Company, the obligation to deliver to such holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase. If the issuer of securities deliverable upon a dissolution following any such sale exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or transferlessee corporation, that issuer shall join in the supplemental Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Agreement. If this subsection (al) or (b) of this Section 11applies, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (c), (d) and (ge) of this Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers10 do not apply.

Reorganization of Company. In case of any reclassification or reorganization Upon the exercise by the Class A Partners of the outstanding Ordinary Shares (other than registration right provided in Section 13.2.1 or upon determination by a change covered by subsection (a) Majority Vote of the Committee, the General Partner shall transfer all or (b) substantially all of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation assets of the Company with to a corporation or into another corporation other entity ("Newco") in anticipation of an initial public offering of some or all of the capital stock or other than equity interests of Newco (an "IPO"), and each Partner shall take such steps to effect the IPO as may be requested by the General Partner, including, without limitation, consenting to and/or voting in favor of any necessary or desirable recapitalization, reorganization or exchange (collectively, a consolidation or merger "Reorganization") and exchanging such Partner's interests in which the Company is to Newco in connection with any such Reorganization for capital stock or other equity interests of Newco; PROVIDED, HOWEVER, that no Partner shall be required to take any action or omit to take any action to the continuing extent such action or omission violates applicable law and PROVIDED, further, that in no event will any transaction contemplated hereby materially disadvantage the economic position hereunder of any Limited Partner prior to such Reorganization (it being understood that taxation as a stockholder of a corporation and that does shall not result in be deemed a disadvantage). In connection with any reclassification or reorganization Reorganization, each Partner shall receive a share of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity aggregate consideration received as part of the Reorganization equal in amount to the amount such Partner would receive as a Distribution if all assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares end of the month immediately preceding such Reorganization were sold for cash equal to their Fair Market Value, and all Company liabilities were satisfied to the extent required by their terms, and the net assets of the Company immediately theretofore purchasable and receivable upon were distributed in full to the exercise Partners pursuant to Section 6.1.1. At such time as the Company reorganizes itself as a corporation pursuant to this Section, each of the rights represented thereby, Partners that has one or more representatives on the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment Management Committee shall be made pursuant entitled to subsections (a)nominate the same number of members of the board of directors of the Company as it has representatives on the Management Committee, (b), this subsection (d) and (g) the Partners agree to vote for the election of Section 11. The provisions such nominees to the board of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfersdirectors.

Reorganization of Company. In case If any transaction constituting a Disposition Transaction shall be effected in such a way that holders of any reclassification Common Stock of Company shall be entitled to receive stock, securities or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), assets with respect to or in exchange for such Common Stock, then, as a condition precedent to such transaction, lawful and adequate provisions shall be made whereby the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Agreement and in lieu of the Ordinary Shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of such shares of stock or other stock, securities or property (including cash) assets as may be issued or payable in such transaction with respect to or in exchange for the number of Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such reclassificationrights been exercised immediately prior thereto, reorganization, merger or consolidation, or upon a dissolution following and in any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment case appropriate provision shall be made pursuant with respect to subsections the rights and interests of Warrant Holder to the end that the provisions hereof (a)including, (b)without limitation, this subsection (d) provisions for adjustments of the Exercise Price and (g) of Section 11. The provisions the number of this subsection (dCommon Stock purchasable and receivable upon the exercise of the Warrant) shall similarly apply thereafter be applicable, as nearly as may be, in relation to successive reclassificationsany shares of stock, reorganizationssecurities or assets thereafter deliverable upon the exercise hereof. For a period of twelve (12) months following the Closing Date, mergers Company will not effect any such transaction, unless prior to the consummation thereof the successor entity (if other than Company) resulting from the Disposition Transaction or consolidationsthe entity purchasing, sales leasing or otherwise acquiring such assets shall assume by written instrument addressed to Warrant Holder, executed and mailed or delivered to Warrant Holder at the last address thereof appearing on the books of Company, the obligation to deliver to such Warrant Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Warrant Holder may be entitled to purchase. “Disposition Transaction” means the disposition (whether structured as a sale, lease or otherwise) by Company or any of its affiliates, directly or indirectly, in one transaction or a series of transactions of any or all of the shares of (or other transfersequity or voting interests in) Company or any or all of the assets or businesses of Company, whether by way of merger, consolidation, tender offer, exchange offer, liquidation, dissolution, joint venture, purchase, recapitalization or similar transaction.

Reorganization of Company. In case If the Company effects a capital reorganization or recapitalization of its capital stock or consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of person, then, as a condition precedent to the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value consummation of such Ordinary Shares)transaction, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation lawful and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, adequate provisions shall be made whereby the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Agreement and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities, cash or other assets which the kind holder of a Warrant would have received immediately after the reorganization, recapitalization, consolidation, merger, transfer or lease if the holder had exercised such Warrant immediately before the effective date of the transaction, and amount in any case appropriate provision shall be made with respect to the rights and interests of the holders thereof to the end that the provisions hereof (including without limitation provisions for adjustments of the number of shares of stock or other securities or property (including cash) Common Stock purchasable and receivable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, cash or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such reclassification, reorganization, merger or consolidation, merger, transfer or upon a dissolution following lease, unless, prior to the consummation thereof, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or transferconveyance shall have been made, that shall enter into and deliver to the holders of Warrants at the last address thereof appearing on the books of the Company, a supplemental Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; Agreement so providing and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment further providing for adjustments which shall be made pursuant as nearly equivalent as may be practical to subsections (a), (b), the adjustments provided for in this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfersSection.

Reorganization of Company. In case of (i) If the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value Person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of shares of stock securities, cash or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer or upon lease if the Holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with and as a dissolution following condition to the consummation of such transaction, the Person formed by or surviving any such sale consolidation or transfermerger if other than the Company, or the Person to which such transfer or lease shall have been made, shall enter into (10) a supplemental agreement to this Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 6.01 and (11) a supplement agreement to the Registration Rights Agreement providing for the assumption of the Company’s obligations thereunder. The successor Company shall mail to Warrant Holders a notice describing the supplemental agreements to this Agreement and the Registration Rights Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental agreement to this Agreement is an Affiliate of the formed, surviving, transferee or lessee Person, that issuer shall join in the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior supplemental agreement to such event; this Agreement and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of the Registration Rights Agreement. If this Section 116.01(k) applies to a transaction, then such adjustment shall be made pursuant to subsections (aSection 6.01(a), (b), this subsection (c), (d) and (ge) do not apply. (ii) Notwithstanding subclause (i) above, if (12) the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any Person and in connection therewith, the consideration payable to holders of Common Stock in exchange for their Common Stock is payable solely in cash or (13) proceedings commence for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Warrants shall automatically be exercised into such number of Warrant Shares as is determined pursuant to the provisions of Section 114.01(d), and the Warrant certificate representing such Warrants shall be deemed cancelled. The provisions As a result of such conversion, each holder of Warrant Shares shall be entitled to receive distributions on an equal basis with the holders of the Common Stock. If this subsection Section 6.01(k) applies to a transaction, Sections 6.01(a), (b), (c), (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfersand (e) do not apply.

Reorganization of Company. In case of If at any reclassification or time while this Warrant is outstanding and unexpired there shall be (a) a reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or Company, (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any a merger or consolidation of the Company with or into another corporation (other than entity in which the Company is not the surviving entity, or a consolidation or reverse triangular merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization surviving entity but the shares of the Company's capital stock outstanding Ordinary Shares)immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or in the case of any (c) a sale or conveyance to another corporation or entity transfer of the Company's properties and assets as, or other property of the Company as substantially as, an entirety or substantially as an entirety in connection with which to any other Person, then lawful and adequate provision will be made whereby the Company is dissolved, the Warrant holders shall Holder will thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Warrant and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebythis Warrant, the kind and amount of shares of stock or and other securities or property and assets (including including, without limitation, cash) receivable upon such reclassificationmerger, reorganization, merger consolidation or consolidation, or sale by a holder of the number of shares of Common Stock of the Company deliverable upon a dissolution following any such sale or transfer, that the exercise of this Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; merger, consolidation or sale. In any such case, appropriate provisions will be made with respect to the rights and if interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable upon the exercise of this Warrant) will thereafter be applicable, as nearly as may be, in the good faith determination of the Board of Directors in relation to any reclassification also results in a change in Ordinary Shares covered by subsection (a) shares of stock, securities or (b) assets thereafter deliverable upon the exercise hereof. The foregoing provisions of this Section 11, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (d) and (g) of Section 11. The provisions of this subsection (d) 3.2 shall similarly apply to successive reclassifications, reorganizations, mergers mergers, consolidations and sales and to the stock or consolidationssecurities of any other Person that are at the time receivable upon the exercise of this Warrant. If this Section 3.2 applies to a transaction, sales Section 3.1 shall not apply to such transaction. Notwithstanding anything to the contrary herein, and for so long as this Warrant remains outstanding, no reorganization, merger or other transfersconsolidation of or with the Company may occur if, as a result, the shares of Common Stock of the Company would cease to be listed or traded on a national securities exchange, any Nasdaq quotation or market system, over-the-counter system or the Pink Sheets.

Reorganization of Company. In case of (1) If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value Person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of shares of stock securities, cash or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or upon a dissolution following lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the Person to which such sale or transferconveyance shall have been made, that shall enter into (i) a supplemental warrant agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results adjustments provided for in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 118 and (ii) a supplement to the Equity Registration Rights Agreement providing for the assumption of the Company’s obligations thereunder. The successor company shall mail to Warrant holders a notice describing the supplemental warrant agreement and Equity Registration Rights Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental warrant agreement is an Affiliate of the formed, then surviving, transferee or lessee corporation, such adjustment issuer shall join in the supplemental warrant agreement and Equity Registration Rights Agreement. If this Section 8(j) shall be made pursuant to subsections (aapplicable, Sections 8(a), (b), (c), (d), (e) and (f) hereof shall not be applicable to such consolidation, merger, transfer or lease. (2) Notwithstanding subclause (1) above, if (A) the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any Person and in connection therewith, the consideration payable to holders of shares of Common Stock in exchange for their shares of Common Stock is payable solely in cash or (B) proceedings commence for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Warrants shall automatically be exercised into such number of Warrant Shares as is determined pursuant to the provisions of Section 4(a), and the Warrant Certificate representing such Warrants shall be deemed cancelled. As a result of such conversion, each holder of Warrant Shares shall be entitled to receive distributions on an equal basis with the holders of the shares of Common Stock. If this subsection Section 8(j) applies to a transaction, Sections 8(a), (b), (c), (d) and (ge) of Section 11. The provisions of this subsection (d) shall similarly hereof do not apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferssuch transaction.

Reorganization of Company. In case of If any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) Common Stock of the Company or (b) of this Section 11 any consolidation or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with another entity, or into another corporation (other than a consolidation the sale or merger in which the Company is the continuing corporation and that does not result in any reclassification lease of all or reorganization substantially all of the outstanding Ordinary Shares), or in the case of any sale or conveyance Company's assets to another corporation or entity shall be effected in such a way that holders of the assets or other property Common Stock of the Company shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as an entirety a condition precedent to such reclassification, consolidation, merger, sale or substantially as an entirety in connection with which the Company is dissolvedlease, lawful and adequate provisions shall be made whereby the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Warrant and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities or assets as may be issued or payable in such reclassification, consolidation, merger, sale or lease with respect to or in exchange for the kind and amount number of shares of stock or other Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and in any such case appropriate provision shall be made with respect to the rights and interests of the holders of the Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Stock Purchase Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or property (including cash) receivable assets thereafter deliverable upon the exercise hereof. The Company will not effect any such reclassification, reorganizationconsolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such reclassification, consolidation or merger or consolidationthe corporation purchasing or leasing such assets shall assume by a supplemental Warrant Agreement, executed and mailed or upon a dissolution following any such sale or transfer, that delivered to the holders of the Warrant holder would have received if such Warrant holder had exercised hisat the last address thereof appearing on the books of Company, her or its Warrant(s) immediately prior the obligation to deliver to such event; and if any reclassification also results holders such shares of stock, securities or assets as, in a change in Ordinary Shares covered by subsection accordance with the foregoing provisions, such holders may be entitled to purchase. (a) If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. (b) of this Section 11, then such adjustment shall be made pursuant to subsections (a), (b), If this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications3.8 applies, reorganizations, mergers or consolidations, sales or other transferssubsections 3.1 through 3.3 do not apply.

Reorganization of Company. In case of (1) If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value Person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of shares of stock securities, cash or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or upon a dissolution following lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the Person to which such sale or transferconveyance shall have been made, that shall enter into (i) a supplemental warrant agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results adjustments provided for in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 118 and (ii) a supplement to the Equity Registration Rights Agreement providing for the assumption of the Company’s obligations thereunder. The successor company shall mail to Warrant holders a notice describing the supplemental warrant agreement and Equity Registration Rights Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental warrant agreement is an Affiliate of the formed, then surviving, transferee or lessee corporation, such adjustment issuer shall join in the supplemental warrant agreement and Equity Registration Rights Agreement. If this Section 8(k) shall be made pursuant to subsections (aapplicable, Sections 8(a), (b), (c), (d), (e) and (f) hereof shall not be applicable to such consolidation, merger, transfer or lease. (2) Notwithstanding subclause (1) above, if (A) the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any Person and in connection therewith, the consideration payable to holders of shares of Common Stock in exchange for their shares of Common Stock is payable solely in cash or (B) proceedings commence for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Warrants shall automatically be exercised into such number of Warrant Shares as is determined pursuant to the provisions of Section 4(a), and the Warrant Certificate representing such Warrants shall be deemed canceled. As a result of such conversion, each holder of Warrant Shares shall be entitled to receive distributions on an equal basis with the holders of the shares of Common Stock. If this subsection Section 8(k) applies to a transaction, Sections 8(a), (b), (c), (d) and (ge) of Section 11. The provisions of this subsection (d) shall similarly hereof do not apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferssuch transaction.

Reorganization of Company. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares shares of Common Stock covered by subsection (a) or (b) of this Section 11, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Reorganization of Company. In case of (1) If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value Person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of shares of stock securities, cash or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or upon a dissolution following lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the Person to which such sale or transferconveyance shall have been made, that shall enter into a supplemental warrant agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 7. The successor company shall mail to Warrant holders a notice describing the supplemental warrant agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental warrant agreement is an Affiliate of the formed, surviving, transferee or lessee corporation, such issuer shall join in the supplemental warrant agreement. If this Section 7(k) shall be applicable, Section 7(a), ‎(b), ‎(c), ‎(d), ‎(e) and ‎(f) hereof shall not be applicable to such consolidation, merger, transfer or lease. (2) Notwithstanding subclause ‎(1) above, if (A) the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any Person and in connection therewith, the consideration payable to holders of Ordinary Shares in exchange for their Ordinary Shares is payable solely in cash or (B) proceedings commence for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Warrants shall automatically be exercised into such number of Warrant Shares as is determined pursuant to the provisions of Section 3(a), and the Warrant Certificate representing such Warrants shall be deemed canceled. As a result of such conversion, each holder would have received if such of Warrant holder had exercised hisShares shall be entitled to receive distributions on an equal basis with the holders of the Ordinary Shares. If this Section 7(k) applies to a transaction, her or its Warrant(sSections 7(a), ‎(b), ‎(c), ‎(d) immediately prior and ‎(e) hereof do not apply to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment shall be made pursuant to subsections (a), (b), this subsection (d) and (g) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferstransaction.

Reorganization of Company. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which into another entity, the Company is dissolvedor such successor entity shall execute and deliver to the Holder an agreement, which shall be binding on the Warrant holders Holder, that the Holder shall thereafter have the right thereafter, and until the Expiration Date, upon payment of the applicable Exercise Price in effect immediately prior to such action (after giving effect to any applicable adjustments under subsections (a) through (f) of this Section 5) to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, each Warrant the kind and amount of shares of stock or and other securities or and property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder Holder would have received if owned or have been entitled to receive after the happening of such consolidation or merger had such Warrant holder had been exercised his, her or its Warrant(s) immediately prior to such event; action. The Company shall at its sole 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 for in this Section 5. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by agreement, the due and if any reclassification also results in a change in Ordinary Shares covered punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company. The provisions of this subsection (an) shall similarly apply to successive consolidations or (b) mergers. Any statutory exchange or transfer, sale, exchange, lease or other disposition of this Section 11, then such adjustment all or substantially all of the assets of the Company for a consideration consisting primarily of equity securities shall be made pursuant to deemed a consolidation or merger for the foregoing purposes. If this subsection (n) applies, subsections (a), (b), this subsection (c), (d), (e) and (gf) of this Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers5 do not apply.

Reorganization of Company. In case of If any capital reorganization or reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) capital stock of the Company, any consolidation or (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with another entity, or into another corporation (other than a consolidation the sale or merger in which the Company is the continuing corporation and that does not result in any reclassification lease of all or reorganization substantially all of the outstanding Ordinary Shares), or in the case of any sale or conveyance Company's assets to another corporation or entity shall be effected in such a way that holders of the assets or other property Common Stock of the Company shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as an entirety a condition precedent to such reorganization, reclassification, consolidation, merger, sale or substantially as an entirety in connection with which lease, lawful and adequate provisions shall be made whereby the Company is dissolved, the Warrant holders holder shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in the Warrants this Agreement and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities or assets as may be issued or payable in such reorganization, reclassification, consolidation, merger, sale or lease with respect to or in exchange for the kind and amount number of shares of stock or other securities or property (including cash) Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such reclassificationrights been exercised immediately prior thereto, reorganization, merger or consolidation, or upon a dissolution following and in any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment case appropriate provision shall be made pursuant with respect to subsections the rights and interests of the holder of the Warrant to the end that the provisions hereof (a)including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, (b)as nearly as may be, this subsection (d) and (g) in relation to any shares of Section 11stock, securities or assets thereafter deliverable upon the exercise hereof. The provisions Company will not effect any such consolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or leasing such assets shall assume by written instrument, executed and mailed or delivered to the holder at the last address thereof appearing on the books of this subsection (d) shall similarly apply the Company, the obligation to successive reclassificationsdeliver to such holder such shares of stock, reorganizationssecurities or assets as, mergers or consolidationsin accordance with the foregoing provisions, sales or other transferssuch holder may be entitled to purchase.

Reorganization of Company. In case of (1) If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value Person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of shares of stock securities, cash or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or upon a dissolution following lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the Person to which such sale or transferconveyance shall have been made, that shall enter into (i) a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results adjustments provided for in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 118 and (ii) a supplement to the Equity Registration Rights Agreement providing for the assumption of the Company’s obligations thereunder. The successor company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement and Equity Registration Rights Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an Affiliate of the formed, then surviving, transferee or lessee corporation, such adjustment issuer shall join in the supplemental Warrant Agreement and Equity Registration Rights Agreement. If this Section 8(j) shall be made pursuant to subsections (aapplicable, Sections 8(a), (b), (c), (d), (e) and (f) hereof shall not be applicable to such consolidation, merger, transfer or lease. (2) Notwithstanding subclause (1) above, if (A) the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any Person and in connection therewith, the consideration payable to holders of Common Shares in exchange for their Common Shares is payable solely in cash or (B) proceedings commence for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Warrants shall automatically be exercised into such number of Warrant Shares as is determined pursuant to the provisions of Section 4(a), and the Warrant certificate representing such Warrants shall be deemed cancelled. As a result of such conversion, each holder of Warrant Shares shall be entitled to receive distributions on an equal basis with the holders of the Common Shares. If this subsection Section 8(j) applies to a transaction, Sections 8(a), (b), (c), (d) and (ge) of hereof do not apply to such transaction. (3) This Section 11. The provisions of this subsection (d8(j) shall similarly not apply in the event that the Company merges with another Person and the holders of the Common Shares immediately prior to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferssuch merger hold at least a majority of the voting stock of the surviving corporation immediately following the consummation of such merger.

Reorganization of Company. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) Upon the dissolution or (b) liquidation of this Section 11 or that solely affects the par value of such Ordinary Shares)Company, or in the case of any upon a reorganization, merger or consolidation of the Company with or into another corporation (other than as a consolidation or merger in result of which the Company Company's outstanding Common Stock is the continuing corporation and that does changed into or exchanged for cash or property or securities not result in any reclassification or reorganization of the outstanding Ordinary Shares)Company's issue, or in the case upon a sale of any sale all or conveyance to another corporation or entity of the assets or other substantially all property of the Company as an entirety to, or the acquisition of all or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu all of the Ordinary Shares Common Stock of the Company immediately theretofore purchasable then outstanding by, another corporation or person, the Plan shall terminate, and receivable upon the Option granted hereunder shall terminate; provided, however, if Optionee is entitled to exercise any unexercised installment of the rights represented therebyOption then outstanding, the kind and amount of shares of stock or other securities or property (including cash) receivable upon then Optionee may, at such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately time prior to the consummation of the transaction causing such event; and if any reclassification also results in a change in Ordinary Shares covered by termination as the Company shall designate, to exercise the unexercised installments of the Option including all unaccrued installments thereof which would, but for this subsection (a) or (b) of this Section 11, then such adjustment shall be made pursuant to subsections (a14(a), (b)not yet be exercisable. Notwithstanding the foregoing, this subsection (d) and (g) in the event that any transaction causing such termination is not consummated, any unexercised unaccrued installments that had become exercisable solely by reason of Section 11. The the provisions of this subsection (d14(a) shall similarly apply again become unaccrued and unexercisable as of said termination of such transaction, subject, however, to successive reclassificationssuch installments accruing pursuant to the normal accrual schedule provided in the terms under which the Option was granted. (b) In addition to and not in lieu of those rights granted pursuant to subsection 14(a) above, reorganizationsif provisions shall be made in writing in connection with such transaction for the continuance of the Plan and/or the assumption of options theretofore granted, mergers or consolidationsthe substitution for such options of options covering the stock of the successor corporation, sales or other transfersa parent or subsidiary thereof with appropriate adjustments as to the number and kind of shares and prices, the unexercised Option shall continue in the manner and under the terms so provided. (c) The Company shall have no obligation to provide for the continuance, assumption or substitution of the Plan or the Option by any successor corporation or parent or subsidiary thereof.

Reorganization of Company. In case of (1) If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value Person, upon consummation of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in transaction the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, shall automatically become exercisable for the kind and amount of shares of stock securities, cash or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or upon a dissolution following lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the Person to which such sale or transferconveyance shall have been made, that shall enter into (i) a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results adjustments provided for in a change in Ordinary Shares covered by subsection (a) or (b) of this Section 118 and (ii) a supplement to the Equity Registration Rights Agreement providing for the assumption of the Company's obligations thereunder. The successor company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement and Equity Registration Rights Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an Affiliate of the formed, then surviving, transferee or lessee corporation, such adjustment issuer shall join in the supplemental Warrant Agreement and Equity Registration Rights Agreement. If this Section 8(k) shall be made pursuant to subsections (aapplicable, Sections 8(a), (b), (c), (d), (e) and (f) hereof shall not be applicable. (2) Notwithstanding subclause (1) above, if (A) the Company consolidates or merges with or into, or sells, transfers or leases all or substantially all its assets to, any Person and in connection therewith, the consideration payable to holders of shares of the Common Stock in exchange for their shares of Common Stock is payable solely in cash or (B) proceedings commence for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Warrants shall automatically be exercised into such number of Warrant Shares as is determined pursuant to the provisions of Section 4(a), and the Warrant certificate representing such Warrants shall be deemed cancelled. As a result of such conversion, each holder of Warrant Shares shall be entitled to receive distributions on an equal basis with the holders of the shares of Common Stock. If this subsection Section 8(k) applies to a transaction, Sections 8(a), (b), (c), (d) and (ge) of Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfershereof do not apply.