Common use of Warrants Clause in Contracts

Warrants. At the Effective Time, all rights with respect to Company Common Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (c) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.

Warrants. At Each of the Effective Timethen outstanding warrants, all rights with respect if any, to purchase shares of Company Common Stock under (each, a “Company Warrants that are then outstanding shall Warrant”) will, by virtue of the Merger, and without any further action on the part of any holder thereof, be converted into and become rights with respect a warrant (a “Converted Company Warrant”) to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the purchase that number of shares of Parent Acquiror Common Stock subject to each Company Warrant shall be equal to determined by multiplying the number of shares of Company Common Stock subject to such Company Warrant at the Effective Time by the Common Stock Exchange Ratio, at an exercise price per share of Acquiror Common Stock equal to the exercise price per share of such Company Warrant immediately prior to the Effective Time multiplied divided by the Common Stock Exchange Ratio, rounding down rounded up to the nearest whole share (with cash, less cent. If the applicable exercise price, foregoing calculation results in a Converted Company Warrant being payable exercisable for any a fraction of a share)share of Acquiror Common Stock, (c) then the per share exercise price under each number of shares of Acquiror Common Stock subject to such Company Warrant shall warrant will be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding rounded up to the nearest cent whole number of shares. The terms and (d) any restriction on the exercise conditions of any each Converted Company Warrant shall continue will otherwise remain as set forth in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that converted into such Converted Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent Warrant. Notwithstanding anything herein to the Effective Time. The Company shall take all action that may be necessary (under contrary, the Company Warrants and otherwise) to effectuate the provisions of adjustment provided for in this Section 5.7 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights 3.3(b) with respect thereto other than those specifically provided hereinto all warrants will be and is intended to be effected in a manner that is consistent with Section 424(a) of the Code and, to the extent applicable, Q&A-18(d) of Notice 2005-1.

Warrants. At the Effective Time, all rights with respect to Company Time each Common Stock under Purchase Warrant issued by the Company Warrants that are then outstanding shall be converted into on February 9, 2001 to each of Xxxxx Xxxxxxx and become rights with respect Xxxxx Xxxxxxx (each, a “Company Warrant”) to Parent purchase shares of Company Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant not be assumed by Parent may be exercised solely and, accordingly, at the Effective Time shall vest in full and become exercisable for shares of Parent Common Stock, (b) all the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant and, to the extent not exercised at or before the Effective Time, shall terminate and cease to be outstanding immediately upon the Effective Time, in each case in accordance with the express terms of each such Company Warrant. However, Parent hereby agrees that the Company may enter into an agreement with each holder of an outstanding Company Warrant which will provide such holder with the following rights: (A) the right to surrender the Company Warrant to the Company, as proximately as possible prior to the Effective Time as to facilitate the implementation of the following provisions, for a cash distribution payable by the Company equal to the amount by which the shares of Company Common Stock at the time subject to such Company Warrant multiplied by the Exchange Ratio, rounding down Merger Consideration exceeds the aggregate exercise price payable for those shares and (B) the right to have the Company withhold a portion of the cash distribution otherwise payable under clause (A) to the nearest whole share (with cash, less holder of the applicable exercise price, being payable for any fraction of a share), (c) the per share exercise price under each such Company Warrant shall be adjusted by dividing in order to satisfy such holder’s portion of the per share exercise price under such federal, state and local income withholding taxes incurred in connection with the clause (A) distribution, and the Company Warrant by the Exchange Ratio and rounding up to promptly pay that amount in cash to the nearest cent and (d) any restriction appropriate tax authorities on the exercise holder’s behalf. Prior to the Effective Time, the Company shall have given prompt notice of any the intended cash out of each Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shallWarrant, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under terms of the Company Warrants Warrant and otherwise) to effectuate the provisions of as contemplated under this Section 5.7 2.1(e), to each of Xxxxx Xxxxxxx and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided hereinXxxxx Xxxxxxx.

Warrants. At the Effective Time, The Company shall use its reasonable best efforts to cause holders of all rights with respect then outstanding warrants to purchase Company Common Stock under (each a "Company Warrants that are Warrant") whether or not then outstanding shall be converted into exercisable in whole or in part, to agree to surrender and become rights with respect to Parent Common Stockreceive, in exchange for cancellation and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the settlement thereof a number of shares of Parent Common Stock subject to for each Company Warrant shall be equal to the number of shares share of Company Common Stock subject to such Company Warrant (subject to any applicable withholding tax) equal to the quotient of (i) the product of (1) the number of shares of Company Common Stock which the holder would be entitled to receive if such Company Warrant were exercised in full immediately prior to the Effective Time multiplied by (2) the Exchange Ratiodifference between (x) the Cash Consideration and (y) the exercise price of such share of Company Common Stock under the Company Warrant, rounding down to the nearest whole share extent such amount is a positive number divided by (with cash, less the applicable exercise price, being payable for any fraction of a share), (cii) the per share exercise price under each Average Closing Price (such Company amount being hereinafter referred to as the "Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchangedConsideration"); provided, however, that with respect to any person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Upon receipt of the Warrant Consideration, the Company Warrant shall be canceled. The surrender of a Company Warrant to the Company in exchange for the Warrant Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Company Warrant shall, in accordance with its terms, be subject Warrant. With respect to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent the Company Warrants that are not surrendered prior to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders the Surviving Corporation shall comply with all applicable terms of such unsurrendered Company Warrants have no rights with respect thereto other than those specifically provided hereinWarrants.

Warrants. At the Effective Time, all rights with respect unexercised and unexpired warrants to purchase Company Common Stock under (“Company Warrants that are Warrants”) then outstanding shall under the several warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Warrant Agreements”), whether or not then exercisable, will be converted into and become rights with respect assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement will continue to Parent Common Stockhave, and Parent shall assume each be subject to, the same terms and conditions as set forth in the Warrant Agreement pursuant to which such Company Warrant in accordance with the terms was granted, except that (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (aA) each Company Warrant assumed by Parent may will be exercised solely exercisable (or will become exercisable in accordance with its terms) for shares of Parent Common Stock, (b) the that number of whole shares of Parent Common Stock subject to each Company Warrant shall be equal to the product of (x) the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounding rounded down to the nearest whole share number of shares of Parent Common Stock; (with cash, less the applicable exercise price, being payable for any fraction of a share), (cB) the per share exercise price under for the shares of Parent Common Stock issuable upon exercise of each Company Warrant will be equal to the quotient determined by dividing (x) the exercise price per share of Company Common Stock at which such Company Warrant shall be adjusted was exercisable immediately prior to the Effective Time by dividing the per share exercise price under such Company Warrant by (y) the Exchange Ratio and rounding Ratio, rounded up to the nearest cent whole cent; (C) any reference in the Company Warrants to the Company shall be deemed a reference to Parent and (dD) any restriction on references in the exercise Company Warrants to Company Common Stock shall be deemed a reference to Parent Common Stock. Notwithstanding anything in this Section 2.5 to the contrary, the assumption and conversion of any each Company Warrant provided for herein shall continue be undertaken in full force and effect and such a manner so as not to cause such Company Warrants to constitute a deferral of compensation subject to Section 409A of the term, exercisability, schedule and other provisions Code solely as a result of such Company Warrant shall assumption and conversion and otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its termsSection 409A of the Code and the Treasury Regulations thereunder. Parent and the Company shall, and shall cause such actions to be subject to further adjustment taken as are necessary or appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to accomplish the Effective Time. The Company shall take all action that may be necessary (under foregoing assumption and conversion of the Company Warrants and otherwise) to effectuate the provisions of in accordance with this Section 5.7 2.5 and the Warrant Agreements pursuant to ensure that, from and after the Effective Time, holders of which such Company Warrants have no rights with respect thereto other than those specifically provided hereinwere granted.

Warrants. At the Effective Time, all rights with respect each outstanding Company Warrant, whether or not then exercisable, shall, by virtue of the Merger, be assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement will continue to Company Common Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect to Parent Common Stockhave, and Parent shall assume each Company Warrant in accordance with be subject to, the same terms (as in effect as of the date hereof) and conditions of such Company Warrants. From and after options or warrants immediately prior to the Effective TimeTime (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (ai) each Company Warrant assumed by Parent may will be exercised solely exercisable (or will become exercisable in accordance with its terms) for shares of Parent Common Stock, (b) the that number of whole shares of Parent Common Stock subject to each Company Warrant shall be equal to the product of the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Warrant (assuming full vesting), as applicable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding rounded down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction number of a share)shares of Parent Common Stock, (cii) the per share exercise price under each for the shares of Parent Common Stock issuable upon exercise of such assumed Company Warrant shall will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under of Company Common Stock at which such Company Warrant Warrant, as applicable, was exercisable immediately prior to the Effective Time by the Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent and (diii) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant all vesting period with respect thereto shall, in accordance with its termsto the extent provided by the terms thereof, accelerate, and be subject to further adjustment any other rights which arise under the warrant agreements evidencing awards thereunder as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to a result of the transactions contemplated by this Agreement. At the Effective Time. The , (x) all references in the related warrant agreements to the Company shall take be deemed to refer to Parent and (ii) Parent shall assume all action that may be necessary (under of the Company’s obligations with respect to the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and as so amended. As promptly as reasonably practicable after the Effective Time, holders Parent shall issue to each holder of an outstanding Company Warrants have no rights with respect thereto other than those specifically provided hereinWarrant a document evidencing the foregoing assumption by Parent.

Warrants. At the Effective Time, all each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, will be converted into and become a warrant to purchase Parent Common Stock (each, an “Assumed Warrant”), and Parent shall assume the terms of the Company Warrant by which such Company Warrant is evidenced (but with changes to such documents as Parent and Company mutually agree are appropriate to reflect the substitution of the Company Warrant by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under the Company Warrants that are then outstanding shall Warrant assumed by Parent will thereupon be converted into and become rights with respect to Parent Common Stock. Accordingly, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From from and after the Effective Time, : (ai) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, ; (bii) the number of shares of Parent Common Stock subject to each Company Warrant shall assumed by Parent will be equal to determined by multiplying (x) the number of shares of Company Common Stock that were subject to such Company Warrant Warrant, as in effect immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole share number of shares of Parent Common Stock; (with cash, less the applicable exercise price, being payable for any fraction of a share), (ciii) the per share exercise price under for the Parent Common Stock issuable upon exercise of each such Company Warrant shall assumed by Parent will be adjusted determined by dividing (x) the per share exercise price under of Company Common Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Effective Time, by (y) the Exchange Ratio and rounding the resulting exercise price up to the nearest cent thousandth of a cent; and (div) any restriction on the exercise of any Company Warrant shall assumed by Parent will continue in full force and effect effect, and the term, exercisability, schedule method of exercise, vesting schedule, and other provisions of such Company Warrant shall will otherwise remain unchanged; provided, however, that such to the extent provided under the terms of a Company Warrant shallassumed by Parent in accordance with this Section 2.2(f) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.

Warrants. At the Effective Time, all rights with respect to Company Common Preferred Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of on the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) ), the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to (i) the number of shares of Company Common Stock into which the Preferred Stock subject to such each Company Warrant immediately prior to the Effective Time would have been converted, had such Preferred Stock been converted to Common Stock immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share)Parent Stock, (c) the per share exercise price under each such Company Warrant shall be adjusted by dividing (i) the per share exercise price under each such Company Warrant, assuming the Preferred Stock subject to each Company Warrant immediately prior to the Effective Time had been converted to Common Stock immediately prior to the Effective Time, by (ii) the Exchange Ratio Ratio, and rounding up to the nearest cent cent, and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and or otherwise) to effectuate the provisions of this Section 5.7 2.13 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.

Warrants. At the Effective Time, all rights with respect each then outstanding warrant to Company purchase Marquee Common Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed issued pursuant to that certain warrant agreement, dated December 5, 1996, by Parent may be exercised solely for shares of Parent Common Stockand among Marquee, Continental Stock Transfer & Trust Company, Royce Investment Group, Inc and Continental Broker-Dealer Corporation and (b) issuable upon exercise of the Unit Purchase Option (collectively, the "Warrants") shall be assumed by SFX. The holders of such Warrants shall continue to have, and be subject to, the same terms and conditions set forth in such Warrants (including, without limitation, any provision contained therein relating to the repurchase or redemption thereof), except that (i) such Warrants shall be exercisable for that number of shares of SFX Class A Common Stock equal to the product of the number of shares of Parent Marquee Common Stock subject to each Company Warrant shall be equal to covered by the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share and (with cash, less the applicable exercise price, being payable for any fraction of a share), (cii) the per share exercise price under each for the shares of SFX Class A Common Stock issuable upon the exercise of such Company assumed Warrant shall be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under of Marquee Common Stock specified for such Company Warrant in effect immediately prior to the Effective Time by the Exchange Ratio and Ratio, rounding up the resulting exercise price down to the nearest cent and (d) any restriction on whole cent. Notwithstanding anything to the contrary, nothing herein shall require SFX to issue fractional shares of SFX Class A Common Stock upon the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective TimeWarrant. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after At the Effective Time, holders SFX shall reserve for issuance the number of Company shares of SFX Class A Common Stock that will become issuable upon the exercise of such Warrants have no rights with respect thereto other than those specifically provided hereinpursuant to this Section 2.05.

Warrants. At Except with respect to the Company Warrants issued to Square 1 Bank which are included in Company Debt, at the Effective Time, all rights with respect to Company Common Stock under Company Warrants that are then each then-outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal cancelled as follows: (a) in the case of a Company Warrant having a per share exercise price less than the Applicable Per Share Consideration of the Company Capital Stock underlying such Company Warrant, such Company Warrant shall be cancelled in exchange for the right to receive from the number of shares Paying Agent for each share of Company Common Capital Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down an amount (subject to any applicable withholding Tax) in cash equal to the nearest whole share product of (with cash, less i) the applicable exercise price, being payable for any fraction number of a share), shares of Company Capital Stock subject to such Company Warrant immediately prior to the Effective Time and (cii) the amount by which the Applicable Per Share Merger Consideration of the Company Capital Stock underlying such Company Warrant exceeds the per share exercise price under each of such Company Warrant; or (b) in the case of any Company Warrant having a per share exercise price equal to or greater than the Applicable Per Share Merger Consideration, such Company Warrant shall be adjusted by dividing cancelled without the per share exercise price under such payment of cash or issuance of other securities in respect thereof. The cancellation of a Company Warrant by as provided in the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise immediately preceding sentence shall be deemed a release of any Company Warrant shall continue and all rights the holder thereof had or may have had in full force and effect and the term, exercisability, schedule and other provisions respect of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective TimeWarrant. The Company shall take all action that may be necessary (under aggregate amount paid or payable in respect of the cancellation of the Company Warrants as set forth in this Section 1.9 is referred to herein as the “Warrant Consideration.” The Warrant Consideration shall be paid from the Merger Consideration. At or prior to the Closing, the Company and otherwise) its Board of Directors shall adopt any resolutions and take any actions that are necessary to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein1.9.

Warrants. At the Effective Time, The Company shall use its reasonable best efforts to cause holders of all rights with respect then outstanding warrants to purchase Company Common Stock under Company Warrants that are (each a "COMPANY WARRANT") whether or not then outstanding shall be converted into exercisable in whole or in part, to agree to surrender and become rights with respect to Parent Common Stockreceive, in exchange for cancellation and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the settlement thereof a number of shares of Parent Common Stock subject to for each Company Warrant shall be equal to the number of shares share of Company Common Stock subject to such Company Warrant (subject to any applicable withholding tax) equal to the quotient of (i) the product of (1) the number of shares of Company Common Stock which the holder would be entitled to receive if such Company Warrant were exercised in full immediately prior to the Effective Time multiplied by MULTIPLIED BY (2) the difference between (x) the Cash Consideration and (y) the exercise price of such share of Company Common Stock under the Company Warrant, to the extent such amount is a positive number DIVIDED BY (ii) the Average Closing Price (such amount being hereinafter referred to as the "WARRANT CONSIDERATION"); PROVIDED, HOWEVER, that with respect to any person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange RatioAct. Upon receipt of the Warrant Consideration, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (c) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such canceled. The surrender of a Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on Company in exchange for the exercise Warrant Consideration shall be deemed a release of any Company Warrant shall continue and all rights the holder had or may have had in full force and effect and the term, exercisability, schedule and other provisions respect of such Company Warrant shall otherwise remain unchanged; provided, however, Warrant. With respect to the Company Warrants that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent are not surrendered prior to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders the Surviving Corporation shall comply with all applicable terms of such unsurrendered Company Warrants have no rights with respect thereto other than those specifically provided herein.Warrants. 8

Warrants. At Prior to the Closing, each warrant to purchase shares of Company Capital Stock (a “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time (each such Company Warrant being referred to herein as an “Outstanding Warrant”) shall, pursuant to a Warrant Surrender Agreement and contingent on and effective immediately prior to the Effective Time, all rights with respect to Company Common Stock under Company Warrants that are then outstanding shall be converted into cancelled, terminated and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect extinguished as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) and upon the cancellation thereof be converted into the right to receive, in respect of each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the number of shares share of Company Common Capital Stock then vested and subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratiosuch cancellation, rounding down to the nearest whole share termination and extinguishment: (with cash, less the applicable exercise price, being payable for any fraction of a share), A) an amount in cash equal to: (c1) the Per Share Amount; minus (2) the Escrow Contribution Amount and the Securityholders’ Agent Expense Fund Contribution Amount for such share; minus (3) the exercise price per share of Company Capital Stock subject to such Company Warrant (it being understood that, if the exercise price payable in respect of such share of Company Capital Stock issuable under each any Company Warrant equals or exceeds the Per Share Amount, the amount payable hereunder with respect to such Company Warrant shall be adjusted by dividing zero); plus (B) any cash disbursements required to be made from the per Escrow Fund and the Securityholders’ Agent Expense Fund with respect to such share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions former holder of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its termsthe terms of this Agreement and of the Escrow Agreement, if, as and when such disbursements are required to be subject to further adjustment made. Each Warrant Surrender Agreement shall be in the form attached hereto as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. Exhibit G. The Company shall take all action actions that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions ensure each holder of an Outstanding Warrant cancelled as provided in this Section 5.7 and 1.6(d) shall cease to ensure that, from and after the Effective Time, holders of Company Warrants have no any rights with respect thereto other than those specifically provided hereinthereto, except the right to receive the consideration specified in this Section 1.6(d), without interest.

Warrants. At Each warrant to purchase the Company Common Stock (a "Company Warrant") outstanding immediately prior to the Effective Time shall at the Effective Time or at an earlier time, if previously agreed to by the Purchaser, be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant immediately prior to the Effective Time, all rights the Merger Consideration. In addition, the Company shall make the provision for a cash payment to each holder of a Company Warrant unexercised and outstanding at the Effective Time in accordance with respect to this Section 2.11(k). Each Company Common Stock under Company Warrants that are then Warrant unexercised and outstanding at the Effective Time shall be converted into cancelled upon the Effective Date and become rights with respect will no longer be valid and enforceable in exchange for a cash payment to Parent Common Stock, and Parent shall assume each the holder of the Company Warrant in accordance with an amount equal to the terms excess of (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (bi) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to Merger Consideration multiplied by the number of shares of Company Common Stock subject purchasable pursuant to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share over (with cash, less the applicable exercise price, being payable for any fraction of a share), (cii) the per share aggregate exercise price under each for the Company Common Stock purchasable pursuant to such Company Warrant shall be adjusted by dividing immediately prior to the per share exercise price under Effective Time (in each case assuming such Company Warrant by the Exchange Ratio had been fully vested and rounding up to the nearest cent and (d) any restriction on the exercise fully exercisable as of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time), less any amounts as are required to be deducted and withheld under the Code or any provision of state or local tax law in connection with such payment (the "Warrant Spread Payment"). The Company shall take all action make the Warrant Spread Payment at or promptly following the Effective Time by check or wire transfer of immediately available funds as directed by the holder of the Company Warrant. Prior to consummation of the Offer, the Company shall use its best efforts to obtain from each holder of a Company Warrant a letter of transmittal representing such holder's agreement that may (x) such holder will accept the applicable Warrant Spread Payment (less any amounts as required to be necessary (deducted and withheld under the Code or any provision of state or local tax law in connection with such payment) as full payment for each Company Warrant held by such holder and (y) upon such payment all such Company Warrants shall be cancelled and otherwise) to effectuate the provisions will no longer be valid or enforceable. As of this Section 5.7 and to ensure that, from and after the Effective Time, holders of no person shall have any right under any Company Warrants have no rights with respect thereto other than those specifically provided hereinto any equity securities of the Surviving Corporation or any Subsidiary thereof, except the right to receive the amount payable under this Section 2.11(k).

Warrants. At the Effective Time, all rights with respect each Company Warrant (if any) which (a) is not and will not be as a result of the consummation (or impending consummation) of the transactions contemplated by this Agreement terminated or deemed exercised, and (b) is outstanding and unexercised immediately prior to Company Common Stock under Company Warrants that are then outstanding the Effective Time, shall be converted into and become rights with respect a warrant to purchase Parent Common Stock, and Parent shall assume each such Company Warrant in accordance with the terms (as in effect as of the date hereofof this Agreement) of such Company Warrantsthe applicable warrant agreement by which it is evidenced. From Accordingly, from and after the Effective Time, (ai) each Company Warrant assumed by Parent may be exercised solely for shares 38. of Parent Common Stock, (bii) the number of shares of Parent Common Stock subject to each such Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (ciii) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent cent, and (div) any restriction on the exercise of any such Company Warrant shall continue in full force and effect and the term, exercisability, schedule exercisability and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such each Company Warrant assumed by Parent in accordance with this Section 5.5 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.

Warrants. At the Effective Time, all rights with respect to Company Common Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect the extent not exercised prior to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject outstanding warrant to each Company Warrant shall be equal to the number of purchase shares of Company Common Stock subject (a “Company Warrant”) set forth in Section 3.5 of the Company Disclosure Letter shall be automatically be converted into a warrant to acquire such number of shares of Pharmaceuticals Common Stock (a “Pharmaceuticals Warrant”) as the holder of such Company Warrants would have been entitled to receive as Merger Shares had such holder exercised such Company Warrant in full immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable at an exercise price, being payable for any fraction of a share), (c) the price per share of Pharmaceuticals Common Stock appropriately adjusted such that the aggregate exercise price under each for such Company Pharmaceuticals Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment same as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent it was prior to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after At the Effective Time, holders Pharmaceuticals shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the Company Warrants have no rights to be performed and observed by the Company and all the obligations and liabilities thereunder. Notwithstanding anything to the contrary contained herein, immediately following the Closing of the Merger, the Original Virium Shareholders’ ownership immediately following the Effective Time of the Merger and immediately prior to the closing of the Equity Financing, shall, as a result of the Merger, equal a total of exactly 9,000,000 shares of Pharmaceuticals Common Stock on a Fully Diluted Basis. Notwithstanding the foregoing, the number of shares acquirable pursuant to, and the exercise price of, the Company Warrants issued in connection with respect thereto other than those specifically provided hereinthe Bridge Financing (the “Bridge Warrants”) shall not be adjusted in connection with the Merger, and each such Bridge Warrant shall be automatically converted into a warrant to purchase an identical number of shares of Pharmaceuticals Common Stock.

Warrants. At the Effective Time, all rights with respect each outstanding warrant to purchase -------- Company Common Stock under (each, a "Warrant" and collectively the "Warrants") shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any of Warrants that are then outstanding shall (unless further action may be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with required by the terms (as in effect as of any of the date hereof) of such Company Warrants. From ), be assumed by Parent and after the Effective Time, (a) each Company Warrant assumed by Parent may shall be exercised solely exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Warrants, except that (A) each such Warrant shall be exercisable for that whole number of shares of Parent Common Stock, Stock (brounded down to the nearest whole share) into which the number of shares of Company Stock subject to such Warrant would be converted under Section 2.2(a) and (B) the exercise price per share of Parent Common Stock shall be equal to (x) the aggregate exercise price for the Company Stock subject to such Warrant in effect immediately prior to the Effective Time divided by (y) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the number of shares of Company Common Stock subject deemed purchasable pursuant to such Company Warrant immediately prior to (the Effective Time multiplied by the Exchange Ratioexercise price per share, rounding so determined, being rounded down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a sharefull cent), (c) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from From and after the Effective Time, all references to the Company in the warrant agreement underlying the Warrants shall be deemed to refer to Parent. Parent further agrees that if required under the terms of the Warrants it will execute a supplemental agreement with the holders of Company the Warrants have no rights with respect thereto other than those specifically provided hereinto effectuate the foregoing. No payment shall be made for fractional shares. The aggregate number of shares of Parent Common Stock issuable upon the exercise of Warrants assumed by Parent pursuant to this Section 2.2(d) shall be referred to in this Agreement as the "Warrant Shares."

Warrants. At Each warrant to purchase the Company Common Stock (a “Company Warrant”) outstanding immediately prior to the Effective Time shall at the Effective Time or at an earlier time, if previously agreed to by the Purchaser, be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant immediately prior to the Effective Time, all rights the Merger Consideration. In addition, the Company shall make the provision for a cash payment to each holder of a Company Warrant unexercised and outstanding at the Effective Time in accordance with respect to this Section 2.11(k). Each Company Common Stock under Company Warrants that are then Warrant unexercised and outstanding at the Effective Time shall be converted into cancelled upon the Effective Date and become rights with respect will no longer be valid and enforceable in exchange for a cash payment to Parent Common Stock, and Parent shall assume each the holder of the Company Warrant in accordance with an amount equal to the terms excess of (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (bi) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to Merger Consideration multiplied by the number of shares of Company Common Stock subject purchasable pursuant to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share over (with cash, less the applicable exercise price, being payable for any fraction of a share), (cii) the per share aggregate exercise price under each for the Company Common Stock purchasable pursuant to such Company Warrant shall be adjusted by dividing immediately prior to the per share exercise price under Effective Time (in each case assuming such Company Warrant by the Exchange Ratio had been fully vested and rounding up to the nearest cent and (d) any restriction on the exercise fully exercisable as of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time), less any amounts as are required to be deducted and withheld under the Code or any provision of state or local tax law in connection with such payment (the “Warrant Spread Payment”). The Company shall take all action make the Warrant Spread Payment at or promptly following the Effective Time by check or wire transfer of immediately available funds as directed by the holder of the Company Warrant. Prior to consummation of the Offer, the Company shall use its best efforts to obtain from each holder of a Company Warrant a letter of transmittal representing such holder’s agreement that may (x) such holder will accept the applicable Warrant Spread Payment (less any amounts as required to be necessary (deducted and withheld under the Code or any provision of state or local tax law in connection with such payment) as full payment for each Company Warrant held by such holder and (y) upon such payment all such Company Warrants shall be cancelled and otherwise) to effectuate the provisions will no longer be valid or enforceable. As of this Section 5.7 and to ensure that, from and after the Effective Time, holders of no person shall have any right under any Company Warrants have no rights with respect thereto other than those specifically provided hereinto any equity securities of the Surviving Corporation or any Subsidiary thereof, except the right to receive the amount payable under this Section 2.11(k).

Warrants. At the Effective Time, all rights with respect Parent shall issue to the holder of each Company Warrant outstanding immediately prior to the Effective Time (other than any Company Warrants the holders of which shall have agreed to exercise such Company Warrant for Company Common Stock immediately prior to the Effective Time) a warrant (each, an “Adjusted Parent Warrant”) to acquire, on the same terms and conditions as were applicable under Company Warrants that are then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after immediately prior to the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the product of: (i) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounding with any fractional shares rounded down to the nearest next lower whole number of shares. The exercise price per share of Parent Common Stock subject to any such Adjusted Parent Warrant will be an amount equal to the quotient obtained by dividing (with cash, less the applicable exercise price, being payable for any fraction of a share), (cA) the exercise price per share exercise price under each of Company Common Stock subject to such Company Warrant shall be adjusted immediately prior to the Effective Time divided by dividing the per share exercise price under such Company Warrant by (B) the Exchange Ratio and rounding Ratio, with any fractional cents rounded up to the nearest cent and (d) any restriction on next higher number of whole cents. Notwithstanding the exercise foregoing, if the conversion of any a Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the preceding provisions of this Section 5.7 ‎5.2(a) would cause the related Adjusted Parent Warrant to be treated as the grant of a new stock right for purposes of Section 409A of the Code, such company Warrant shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to Parent and Company that would not cause the related Adjusted Parent Warrant to ensure thatbe treated as the grant of new stock right for purposes of Section 409A of the Code. For avoidance of doubt, from and after each Adjusted Parent Warrant shall be vested to the same extent to which the Company Warrant for which it was substituted was vested before or as of the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.