Common use of Treatment of Warrant at Acquisition Clause in Contracts

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such the Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company Holder does not provide such notice, notify the Company in writing as to whether it intends to exercise the Warrant prior to and contingent upon the consummation of the Acquisition then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Vested Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such datedate immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 1.1 above as to all notional underlying Shares (or effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection with such other securities) for which it shall not previously have been exercisedautomatic exercise, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereofthereof and the Company shall promptly notify the Holder the Cash Settlement Amount to be paid in respect of such Shares. Regardless of whether the Fair Market Value of one Share exceeds the Warrant Price then in effect, immediately prior to and contingent upon the consummation of a Cash/Public Acquisition, the Company shall pay or cause to be paid to Holder all of the outstanding Deferred Payment Obligations. In the event of a Cash/Public Acquisition where the Fair Market Value of one Share would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then, contingent upon the consummation of such Cash/Public Acquisition, this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition. The Company shall not effect any Cash/Public Acquisition unless the material definitive agreement governing such transaction shall provide for payment of the Cash Settlement Amount for all of the Shares as set forth in this Section 1.6(b) and the payment of any and all outstanding Deferred Payment Obligations in full.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective the fair market value, as reported for the Business Day immediately prior to and contingent upon before the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such datedate immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed on and as of such date to be exercised Cashless Exercised pursuant to Section 1.2 above as to all Shares (or effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection with such other securities) for which it shall not previously have been exercisedCashless Exercise, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereofthereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value, as reported for the Business Day immediately before the consummation of the Acquisition, of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition and shall no longer be exercisable.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such datedate immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed on and as of such date to be exercised Cashless Exercised pursuant to Section 1.2 above as to all Shares (or effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition; provided, however, that to the extent such other securities) for which it shall not previously have been exercisedexercise would violate the limitations on exercise set forth in Section 1.7, and the Company shall promptly notify Holder of the number of must arrange for any Excess Exercise Shares (or as defined herein) to be redeemed for cash instead for an amount equal to (i) the Fair Market Value of one Share, minus (ii) the then effective Warrant Price. In connection with such other securities) issued upon such exercise to Holder and Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereofthereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise and, to the extent applicable, the amount of cash to be paid in respect of redeemed Excess Exercise Shares. In the event of a Cash/Public Acquisition where the Fair Market Value of one Share would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then, contingent upon the consummation of such Cash/Public Acquisition, this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition. The Company shall not effect any Cash/Public Acquisition unless the material definitive agreement governing such transaction shall provide for the redemption of any Excess Exercise Shares as set forth in this Section 1.6(b).

Treatment of Warrant at Acquisition. (i) In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (iA) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (iiB) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the any Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which which, subject to Section 3.2, is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In Notwithstanding the event the Company does not provide such noticeforegoing, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereofHolder.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant immediately prior to Section 1.1 and/or 1.2 the consummation of such Acquisition and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercisedexercised or converted, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise and conversion to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such datedate immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed on and as of such date to be cashless exercised pursuant to Section 1.2 above as to all Shares (or effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection with such other securities) for which it shall not previously have been exercisedcashless exercise, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereof.thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise of this Warrant. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition. Holder hereby acknowledges and agrees that the transactions contemplated by that certain Agreement and Plan of Merger, dated June 13, 2021, as the same may be amended from time to time (the “SVOK Merger Agreement”), by and among Seven Oaks Acquisition Corp. (“SVOK”), Blossom Merger Sub, Inc., Blossom Merger Sub II, LLC, and the Company (such transactions, the “Seven Oaks Acquisition”) constitute a deSPAC Transaction (as defined in the Loan Agreement) and a Cash/Public Acquisition hereunder. ​

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such the Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company Holder does not provide such notice, notify the Company in writing as to whether it intends to exercise the Warrant prior to and contingent upon the consummation of the Acquisition then if, if immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Vested Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

Treatment of Warrant at Acquisition. In (a) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which the sole consideration to be received by the Company’s shareholders consists solely of is cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (ia) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (iib) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the Cash/Public Acquisition foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven ten (710) Business Days days prior to the closing of the proposed Cash/Public Acquisition. In the event However, if the Company does not provide fails to deliver such written notice, then if, immediately prior notwithstanding anything to the Cash/Public Acquisitioncontrary in the Warrant, the Fair Market Value of one Share (Holder’s right to exercise its conversion or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised purchase right pursuant to this Section 1.2 above as to all Shares (or such other securities1.6.2(a) for which it shall not previously have been exercisedexpire until twenty (20) days after the Company complies with such notice provisions. If such closing does not take place, and the Company shall promptly notify the Holder that such proposed transaction has been terminated, and the Holder may rescind any exercise of its conversion or purchase right promptly after such notice of termination of the number of Shares (or such other securities) issued upon such proposed transaction if the exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as has occurred after the date thereofCompany notified the Holder that the Acquisition was proposed. In the event of such rescission, the Warrant will continue to be exercisable on the same terms and conditions contained herein.

Treatment of Warrant at Acquisition. A) In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”)Securities, either either. (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition Acquisition, or (ii) if Holder elects does not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition foregoing (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven ten (710) Business Days days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to upon the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercisedexercised or converted, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such automatic exercise and conversion to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section Article 4 of the Warrant as the date thereof.

Treatment of Warrant at Acquisition. In A) Upon the written request of the Company, Holder agrees that, in the event of an “arms length” Acquisition in which the sole consideration is cash or shares of a publicly traded company with a market capitalization of not less than One Billion Dollars ($1,000,000,000) listed on a national market or exchange and whereby the shares receivable by Holder were Holder to exercise this Warrant in full as of immediately prior to the consummation of such Acquisition may be received publically re-sold by the CompanyHolder in their entirety within the three (3) months following such consummation pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to Rule 144 (subject to compliance with Rule 144’s shareholders consists solely of cashholding period and other applicable requirements), solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”)thereof, either (ia) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (iib) if Holder elects not to exercise the Warrant, in the case of an Acquisition that is a sale of all or substantially all of the Company’s assets (and only its assets) to a third party, this Warrant will continue until the Expiration Date, and in all other cases, this Warrant will expire immediately prior to upon the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition foregoing (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven ten (710) Business Days days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders Company or its stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such datedate immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 or Section 1.2 above as to all Shares, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above (a “Cashless Exercise”) as to all Shares (or such other securities) for which it shall this Warrant has not previously have been exercised, effective immediately prior to and contingent upon the Company shall promptly notify Holder consummation of the number of Shares (or a Cash/Public Acquisition. In connection with such other securities) issued upon such exercise to Holder and Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereofthereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.

Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 1.2 above would be greater than the Warrant Price in effect on such datedate immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant such that Holder shall be deemed to Section 1.2 above as have received Shares, effective immediately prior to all Shares (and contingent upon the consummation of a Cash/Public Acquisition, equal to the value of this Warrant, or such other securities) for which it shall not previously have been exercisedportion of this Warrant then outstanding, and the Company shall promptly notify Holder of the number of Shares (or as determined in accordance with this Section 1.5(b). In connection with such other securities) issued upon such exercise to Holder and exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) deemed issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.2 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition. For purposes of this Section 1.5(b), upon exercise the Company shall be deemed to have issued to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Treatment of Warrant at Acquisition. In A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration to be received by the Company’s shareholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”)Securities, either, either (ia) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (iib) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to upon the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition foregoing (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven ten (710) Business Days days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to upon the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercisedexercised or converted, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise and conversion to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereofHolder.

Treatment of Warrant at Acquisition. In A) Holder agrees that, in the event of an Acquisition in which the sole consideration to be received by the Company’s shareholders consists solely of cashis cash and/or Marketable Securities, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 shall terminate on and such exercise will be deemed effective immediately prior to and contingent upon as of the consummation closing of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisitionextent not previously exercised. The Company shall provide Holder with written notice of its request relating any proposed Acquisition not later than ten (10) days prior to the Cash/Public Acquisition (together closing thereof setting forth the material terms and conditions thereof, and shall provide Holder with copies of the draft transaction agreements and other documents in connection therewith and with such reasonable other information respecting such proposed Acquisition as Holder may reasonably require regarding be requested by Holder. Notwithstanding the treatment of foregoing, if Holder fails to formally exercise this Warrant in connection accordance with such contemplated Cash/Public the provisions hereof after receiving notice of an Acquisition giving rise to such noticeunder this Article 1 .6.2(A), which is then (i) to the extent the cash and/or Marketable Securities consideration per Share to be delivered to Holder not less than seven (7) Business Days paid at the closing of such Acquisition exceeds the then-effective Warrant Price, this Warrant shall be deemed converted in accordance with the provisions of Article 1.2 as of immediately prior to the closing of such Acquisition, or (ii) to the proposed Cash/Public Acquisition. In extent the event cash and/or Marketable Securities consideration per Share to be paid at the Company closing of such Acquisition does not provide such noticeexceed the then-effective Warrant Price, then if, immediately prior to the Cash/Public Acquisition, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as terminate upon the consummation of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereofAcquisition.

Treatment of Warrant at Acquisition. A) In the event of an Acquisition in which the consideration to be received by the Company’s shareholders stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”)Securities, either either: (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition Acquisition, or (ii) if Holder elects does not to exercise the Warrant, this Warrant will expire immediately prior to the the-consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition foregoing (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven ten (710) Business Days days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to upon the Cash/Public Acquisition, the Fair Market Value fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercisedexercised or converted, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such automatic exercise and conversion to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section Article 4 of the Warrant as the date thereof.