Common use of Reorganization or Reclassification Clause in Contracts

Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Company shall be effected in such a way (including, without limitation, by way of consolidation or merger) that holders of Common Stock but not holders of Company Warrants shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore 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 shares of Common Stock equal to the number of shares of such stock immediately theretofore so receivable had such reorganization or reclassification not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such rights (including an immediate adjustment, by reason of such reorganization or reclassification, of the Exercise Price to the value for the Common Stock reflected by the terms of such reorganization or reclassification if the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior to such reorganization or reclassification). In the event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company.

Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Company outstanding Common Units shall be effected in such a way (including, without limitation, by way of consolidation or merger) that holders of Common Stock but not holders of Company Warrants Units shall be entitled to receive stock, securities Securities or assets with respect to or in exchange for Common Stock Units, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder each holder of Series A Preferred Units shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Voting Common Stock of the Company Units immediately theretofore receivable upon the exercise conversion of this Warrantsuch Series A Preferred Units, such shares of stock, securities units of membership interest or other Securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Units equal to the number of shares of such stock Common Units immediately theretofore so receivable had such reorganization or reclassification not taken place place, and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder holder to the end that the provisions hereof (including including, without limitation limitation, provisions for adjustments of the Warrant Share Exercise Series A Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities units of membership interests or other Securities or assets thereafter deliverable upon the exercise of such rights (including an immediate adjustment, by reason of such reorganization or reclassification, of the Exercise Price to the value for the Common Stock reflected by the terms of such reorganization or reclassification if the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior to such reorganization or reclassification)conversion rights. In the event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock Common Units of the surviving corporation Company are issuable to holders of the Common Stock Units of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Series A Conversion Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companyset forth in Section 6.3.

Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Company Corporation shall be effected in such a way (including, without limitation, by way of consolidation or merger) that holders of Common Stock but not holders of Company Warrants shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company Corporation immediately theretofore 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 shares of Common Stock equal to the number of shares of such stock immediately theretofore so receivable had such reorganization or reclassification not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such rights (including an immediate adjustment, by reason of such reorganization or reclassification, of the Exercise Price to the value for the Common Stock reflected by the terms of such reorganization or reclassification if the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior to such reorganization or reclassification). In the event of a merger or consolidation of the Company Corporation as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of the Common Stock of the Company Corporation outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the CompanyCorporation.

Reorganization or Reclassification. If 3.1.2.1 In case of any capital reorganization or any reclassification of the capital stock of the Company shall be effected in such (whether pursuant to a way (includingmerger or consolidation, without limitation, by way sale of consolidation or merger) that holders of Common Stock but not holders of Company Warrants shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu substantially all of the shares assets or otherwise, but excepting (i) the formation of a holding company owning all of the outstanding Common Stock of the Company immediately theretofore receivable upon following such formation and (ii) a change in the exercise Company’s jurisdiction of this Warrantorganization), the successor or purchasing corporation shall have the right to assume the Warrants, and in such shares of stock, securities or assets as may event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be issued or payable with respect to or in exchange exercisable for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property receivable upon such stock immediately theretofore so receivable had such capital reorganization or reclassification not taken place and of capital stock, as the case may be, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to such capital reorganization or reclassification of capital stock; and, in any such case case, appropriate provision adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of such the Registered Holder of any Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyances. 3.1.2.2 In the event that such rights (including successor corporation does not execute such an immediate adjustmentagreement with the Company as provided in Section 3.1.2.1, by reason of such reorganization then as to outstanding Warrants, whether or reclassificationnot then otherwise exercisable, each Registered Holder shall be entitled to exercise outstanding Warrants upon the payment of the Exercise Price to during a period of at least 30 days (or until the value for the Common Stock reflected by the terms of such reorganization or reclassification Expiration Date, if the value so reflected is less than the Warrant Share Exercise Price in effect immediately earlier), which period terminates at least five days prior to such reorganization or reclassification). In the event of a merger or consolidation consummation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation transaction. If Section 3.1.2.1 is not applicable and Warrants are issuable to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price not exercised in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companyaccordance with this Section 3.1.

Reorganization or Reclassification. If In case of any capital reorganization Business Combination or reclassification of the capital stock of the Company shall be effected in such Common Stock (other than a way (including, without limitation, by way of consolidation or merger) that holders reclassification of Common Stock but not holders of Company Warrants shall be entitled referred to in Section 5.1), a holder’s right to receive stock, securities or assets with respect to or in exchange for Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, any Warrants shall be converted into the right to exercise such shares of stock, securities or assets as may be issued or payable with respect Warrant to or in exchange for a number of outstanding shares of Common Stock equal to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such stock Business Combination or reclassification) upon exercise of such Warrants immediately theretofore so receivable had prior to such reorganization Business Combination or reclassification not taken place would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case appropriate provision shall be made case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of such Holder holder shall be appropriately adjusted so as to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) shall thereafter be applicable, as nearly as may reasonably be, to such holder’s right to exercise such Warrants in relation to exchange for any shares of stock or other securities or property pursuant to this Section 5.4; provided that a holder’s right to receive cash consideration under this Section 5.4 shall be subject to the prior indefeasible payment in full in cash of all outstanding Indebtedness (as defined in the Credit Facility) and other obligations under the Credit Facility (and the termination of all commitments thereunder) and the Indenture (after the termination of all commitments thereunder), to the extent the outstanding Common Stock’s right to receive cash in such transaction is subject to such payment. In determining the kind and amount of stock, securities or assets thereafter deliverable the property receivable upon the exercise of such rights (including an immediate adjustment, by reason any Warrants following the consummation of such reorganization or reclassificationBusiness Combination, if the holders of the Exercise Price to the value for the Common Stock reflected by have the terms right to elect the kind or amount of consideration receivable upon consummation of such reorganization Business Combination, then the holder of such Warrants shall be entitled to elect the kind or reclassification if amount of consideration receivable upon consummation of such Business Combination. The Company shall not enter into or be party to any Business Combination unless the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior to such reorganization or reclassification). In the event of a merger or consolidation successor of the Company as a result of which a greater or lesser number of shares of common stock (if any), assumes in writing all of the surviving corporation are issuable to holders of the Common Stock obligations of the Company outstanding immediately prior under this Agreement pursuant to written agreements, including agreements to deliver to each holder of Warrants hereunder in exchange for such merger or consolidation, the Warrant Share Exercise Price Warrants a security of such successor evidenced by a written instrument substantially similar in effect immediately prior form and substance to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companythis Agreement.

Reorganization or Reclassification. If In the event of (i) any capital reorganization or reclassification of the capital stock of the Company shall be effected in such a way (including, without limitation, a reclassification effected by way means of consolidation an exchange or mergertender offer by the Company or any subsidiary) that or change of outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock but not holders of Company Warrants shall be entitled to receive stock, securities or other assets (including cash) with respect to or in exchange for Common Stock thenor (iii) any sale or conveyance of the assets of the Company as, or substantially as, an entirety to any other corporation as a condition result of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares which holders of Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, shall be entitled to receive securities or other assets as may be issued or payable (including cash) with respect to or in exchange for Common Stock, then: (I) the Company or the successor or purchasing corporation, as the case may be, shall execute and deliver to the Holder upon surrender of this Warrant a number supplemental warrant providing that the Holder shall have the right thereafter (until the expiration of outstanding this Warrant) to receive, upon full exercise of this Warrant, the kind and amount of shares of Common Stock equal to stock and/or other securities and/or property receivable upon such reclassification, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of such stock immediately theretofore so receivable had such reorganization or reclassification not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such rights (including an immediate adjustment, by reason of such reorganization or reclassification, of the Exercise Price to the value for the Common Stock reflected by the terms of such reorganization or reclassification if the value so reflected is less than the for which this Warrant Share Exercise Price in effect might have been exercised immediately prior to such reorganization reclassification, consolidation, merger, combination, sale or reclassification). In conveyance; and (II) the event of a merger or consolidation Automatic Exercise Trading Threshold shall thereafter be measured by reference to the Current Market Value of the Company as a result of which a greater or lesser number kind and amount of shares of common stock of the surviving corporation are issuable and/or other securities and/or property receivable with respect to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares one share of Common Stock upon such reclassification, consolidation, merger, combination, sale or conveyance (instead of being measured by reference to the daily volume weighted average price of a share of Common Stock). The supplemental warrant referred to in clause (I) of the Companypreceding sentence shall provide for adjustments (without regard to limitations on the exerciseability of this Warrant) which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. The above provision of this Section 12(e) shall similarly apply to successive consolidations or mergers.

Reorganization or Reclassification. If In case of any capital reorganization or any reclassification of the capital stock of any Purchaser Entity (whether pursuant to a “drag-along” transaction to which Section 4.2 of the Company shall be effected in such Stockholders Agreement applies, a way (merger, consolidation, binding share exchange or other similar transaction and including, without limitation, by way a conversion of consolidation the Class L Common into Class A Common), or merger) that if any Purchaser Entity issues to all holders of Common any class of Capital Stock but not holders as a dividend or distribution additional shares of Company Capital Stock or other securities of the Purchaser Entity or of any other Person, the Warrants shall thereafter be entitled to receive stock, securities or assets with respect to or in exchange exercisable for Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore 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 shares of Common Stock equal to the number of shares of stock or other securities or property receivable upon such stock immediately theretofore so receivable had such capital reorganization or reclassification not taken place and of capital stock or dividend or distribution, as the case may be, by a holder of the number of Units for which the Warrants were exercisable immediately prior to such capital reorganization or reclassification of capital stock or dividend or distribution; and, in any such case case, appropriate provision adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of such each Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon the exercise of the Warrants. If pursuant to any such rights (including an immediate adjustment, by reason of such reorganization or reclassification, of the Exercise Price to the value for the Common Stock reflected by the terms of such capital reorganization or reclassification if or dividend or distribution the value so reflected is less Holders would receive or be entitled to receive stock or other securities of an entity other than the Warrant Share Exercise Price Purchaser Entity in effect immediately prior to which they had previously held such interest, the Purchaser Entity shall not undertake such capital reorganization or reclassification). In reclassification or dividend or distribution unless and until such other entity has agreed in writing to be bound by the event provisions of a merger or consolidation of this Agreement as if it were the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the CompanyPurchaser Entity.

Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Company Corporation (a "Reorganization") shall be effected in such a way (including, without limitation, by way of consolidation or merger) that holders of Common Stock but not holders of Company Warrants shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock Stock, then, as a condition of such reorganization or reclassificationReorganization, lawful and adequate provision (in form satisfactory to the holders of a majority of the then outstanding shares of Convertible Preferred Stock) shall be made whereby the Holder each holder of a share or shares of Convertible Preferred Stock shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company Corporation immediately theretofore receivable upon the exercise conversion of this Warrantsuch share or shares of the Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore so receivable had such reorganization or reclassification Reorganization not taken place place, and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights (including an immediate adjustment, by reason of such reorganization or reclassificationReorganization, of the Exercise Conversion Price to the value for the Common Stock reflected by the terms of such reorganization or reclassification Reorganization if the value so reflected is less than the Warrant Share Exercise Conversion Price in effect immediately prior to such reorganization or reclassification). In the event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall ____________________ (1) To be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companydetermined at Closing.

Reorganization or Reclassification. If In case of any capital reorganization or any reclassification of the Callable Common Stock (whether pursuant to a merger or consolidation or otherwise), this Warrant shall thereafter be exercisable for the number of shares of stock or other securities or property receivable upon such capital reorganization or reclassification of Callable Common Stock, as the capital stock of the Company shall be effected in such a way (including, without limitationcase may be, by way a holder of consolidation or merger) that holders of Common Stock but not holders of Company Warrants shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore 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 shares of Common Stock equal to the number of shares of Callable Common Stock for which this Warrant was exercisable immediately prior to such stock immediately theretofore so receivable had such capital reorganization or reclassification not taken place and of Callable Common Stock; and, in any such case case, appropriate provision adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder such Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Share Exercise Price) set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such rights reorganization, consolidation, merger or sale unless, prior to or contemporaneously with the consummation thereof: (including a) the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation or other person purchasing assets shall assume by written instrument executed and delivered to Holder, the obligation to deliver to Holder such securities or property as, in accordance with the foregoing provisions, Holder may be entitled to purchase or receive; or (b) if the successor corporation will not assume such obligation, upon twenty days' prior written notice by the Company to the Holder of the Holder's right to exercise the Warrant, which right may be exercised upon payment of the Aggregate Exercise Price to the Company in exchange for the Warrant Shares or the surrender of the Warrant to the Company and the Company's payment to the Holder in immediately available funds of the Aggregate Fair Market Value in excess of the Aggregate Exercise Price. For purposes of this Section, "Aggregate Exercise Price means an immediate adjustment, by reason of such reorganization or reclassification, amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares being purchased and surrendered for payment at such time. "Fair Market Value" means, on any given date, the fair market value of the Callable Common Stock as determined in good faith by the Company's Board of Directors; provided, however, that: (a) if the Callable Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("Nasdaq") SmallCap Market on the date the Warrant is exercised, the Fair Market Value means the average of the highest bid and lowest asked prices of the Callable Common Stock on Nasdaq reported for such date; (b) if the Callable Common Stock is admitted to trading on a national securities exchange or the Nasdaq National Market on the date the Warrant is exercised, the Fair Market Value means the closing price reported for the Callable Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last date preceding such date for which a sale was reported; and (c) the Fair Market Value of the Callable Common Stock on the effective date of the registration statement for the Company's initial public offering shall be the initial offering price. For purposes of this Section, the "Aggregate Fair Market Value" means an amount equal to the value for product of the Common Stock reflected Fair Market Value multiplied by the terms number of such reorganization or reclassification if the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior Shares being surrendered to such reorganization or reclassification). In the event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of the Common Stock of the Company outstanding immediately prior to at such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companytime.

Reorganization or Reclassification. If In the event of (i) any capital reorganization or reorganization, any reclassification of the capital stock of the Company shall be effected Corporation or other change in such the capital stock of the Corporation (other than a way (includingchange in par value, without limitationor from par value to no par value, by way of consolidation or merger) that holders of Common Stock but not holders of Company Warrants shall be entitled from no par value to receive stockpar value, securities or assets with respect to or in exchange for Common Stock then, as a condition result of such any Extraordinary Stock Event), (ii) any consolidation, merger, reorganization or reclassificationshare exchange involving the Corporation or any Subsidiary (any such transaction described in clauses (i) and (ii) hereof, lawful and adequate provision an “Extraordinary Transaction”), then the holder of each share of Preferred Stock shall be made whereby the Holder shall thereafter have the right thereafter to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise conversion of this Warrant, such shares of stockPreferred Stock pursuant to Section of this, the kind and amount of shares of stock or other securities or assets property as may be issued Issued or payable with respect to or in exchange for a that number of outstanding shares of Common Stock equal to the number of into which such holder’s shares of Preferred Stock is, immediately prior to such stock immediately theretofore so receivable had such reorganization or reclassification not taken place Extraordinary Transaction, convertible, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of such Holder holder to the end that the provisions hereof of this Certificate (including including, without limitation limitation, provisions for adjustments of the Warrant Share Exercise PriceApplicable Conversion Price for such Preferred Stock) shall thereafter be applicable, as nearly as may be, applicable in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon the exercise of such rights conversion rights. The provision for such conversion right to the holders of Preferred Stock shall be a condition precedent to the consummation by the Corporation of any Extraordinary Transaction, unless (including a) such Extraordinary Transaction is also an immediate adjustmentAcquisition Transaction and (b) the Applicable Percentage of any particular series of Preferred Stock does not provide notice to the Corporation in accordance with Section of this of their election to not treat such Acquisition Transaction as a Liquidation, by reason in which case, the provisions of Section of this, and not this Section , shall apply with respect to such particular series. The provisions of this Section shall apply with respect to each series of Preferred Stock that provides notice to the Corporation in accordance with Section of this of such reorganization or reclassification, of the Exercise Price series’ election to the value for the Common Stock reflected by the terms of not treat such reorganization or reclassification if the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior to such reorganization or reclassification). In the event of a merger or consolidation of the Company Acquisition Transaction as a result Liquidation. The provisions of which a greater or lesser number of shares of common stock of the surviving corporation are issuable this Section shall similarly apply to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companysuccessive Extraordinary Transactions.

Reorganization or Reclassification. If In case of any capital reorganization reorganization, or of any reclassification of the capital stock stock, of the Company (other than a change in par value or from par value to no par value or from no par value to par value), or any consolidation or merger of the Company with another corporation or other entity, or the sale of all or substantially all of the assets of the Company which shall be effected in such a way (including, without limitation, manner by way of consolidation or merger) that which the holders of Common Stock but not holders of Company Warrants shall be entitled (either directly or upon subsequent liquidation) to receive stock, equity securities or assets with respect to or in exchange for Common Stock, then this Warrant shall, after such capital reorganization, reclassification of capital stock, merger or sale of assets, entitle the Registered Holder hereof to purchase the kind and number of shares of stock or other securities of the Company, or of the entity resulting from such consolidation (the "Surviving Entity") to which the Registered Holder hereof would have been entitled if it had held the Common Stock then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, issuable upon the basis and upon exercise hereof immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger or sale of assets. If the terms and conditions specified herein and in lieu of the shares holders of Common Stock shall be entitled to cash, cash equivalents, nonequity securities or other property of the Company immediately theretofore receivable upon or the exercise Surviving Entity ("Property") with respect to or in exchange for Common Stock, then this Warrant shall, after such capital reorganization, reclassification of this Warrantcapital stock, merger or sale of assets, entitle the Registered Holder hereof to purchase the kind of issued and outstanding common stock or other equity security of the Company or the Surviving Entity ("New Security"), as the case may be, which is most similar to the Common Stock, which shall be in an amount equal to a number of shares of the New Security having a Market Price on the effective date of such capital reorganization, reclassification of capital stock, merger or sale of assets equal to the Market Price on such effective date of the Property issued per share of the Common Stock. The Company shall not effect any such capital reorganization, reclassification of capital stock, consolidation, merger or sale of assets unless prior to the consummation thereof the Surviving Entity (if other than the Company) resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the Registered Holder hereof at the last address of such Registered Holder appearing on the books of the Company, (i) assume the obligation to deliver to such Registered Holder such shares of stock, securities or assets as as, in accordance with the foregoing provisions, such Registered Holder may be issued entitled to purchase, and (ii) agree to be bound by all the terms of this Warrant. Furthermore, in the case of a capital reorganization, reclassification of capital stock, consolidation, merger or payable with respect sale of assets which entitles the Registered Holder to or in exchange purchase New Securities under this Warrant, the Purchase Price for a number of outstanding all shares of Common Warrant Stock issuable immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger or sale of assets shall be adjusted to equal the price determined by dividing the Purchase Price for each such share of Warrant Stock immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger or sale of assets by the number of shares of such stock immediately theretofore so receivable had such reorganization or reclassification not taken place and in any such case appropriate provision shall be made with respect New Securities the Registered Holder is entitled to the rights and interests of such Holder to the end that the provisions hereof (including without limitation provisions receive for adjustments of the Warrant Share Exercise Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such rights (including an immediate adjustment, by reason of such reorganization or reclassification, of the Exercise Price to the value for the Common Stock reflected by the terms of such reorganization or reclassification if the value so reflected is less than the Warrant Share Exercise Price in effect immediately prior to such reorganization or reclassification). In the event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of the Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Share Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares each share of Common Stock of the Companyhereunder.