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. (a) At the Effective Time, all rights with respect the obligation to Company honor each outstanding Series B Warrant of Common Stock under (a "Company Warrants that are then outstanding Warrant") 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 Warrantsdeemed assumed by Parent. From At and after the Effective Time, : (ai) each Company Warrant assumed by Parent may be exercised solely for shares then outstanding shall entitle the holder thereof to acquire the number (rounded up to the nearest whole number) of Parent Common Stock, Shares determined by multiplying (bx) 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 (y) 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 exercise price per share exercise price under each of Parent Shares subject to any such Company Warrant at and after the Effective Time shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding an amount (rounded up to the nearest cent and one-hundredth of a cent) equal to (dx) any restriction on the exercise price per share of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of Common Stock subject to 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 prior to the Effective Time, divided by (y) the Exchange Ratio (the "Substitute Warrants"). The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions Other than as provided above, as of this Section 5.7 and to ensure that, from and after the Effective Time, holders each Substitute Warrant shall be subject to the same terms and conditions of the Company Warrants as in effect immediately prior to the Effective Time. (b) The Board of the Directors of the Company shall take all corpo rate action necessary to cause the Company Warrants outstanding at the Effective Time to be treated in accordance with Section 2.8(a) and be assumed by Parent at the Effective Time. Following the Effective Time, no holder of a Company Warrant shall have no any rights with respect thereto to acquire Common Stock. (c) If the Company Warrant remains unexercised, the Company shall cause an amendment to the Company Warrant, dated as of March 29, 1995, issued to Xxxx X. Xxxxxxxx ("Xxxxxxxx") and now held by FRS Capital Company, LLC, to be effected prior to the Closing, which would amend paragraph (j) thereof to provide that, following the Effective Time, Parent's obligations under such paragraph shall be subject to the Parent's including the shares related to the Warrant in a registration statement for shares to be sold by other than those specifically provided hereinselling shareholders of Parent. If the Com pany Warrant is exercised prior to the Effective Time and Parent is notified of such exercise and that a Stock Election is being made by the holder thereof, then the shares related to the Company Warrant shall be exchanged for registered Parent Shares at or promptly after the Effective Time as a part of the Merger.

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. (a) At the Effective Time, all rights with respect the obligation to honor each outstanding warrant to purchase Company Class A Common Stock under (a "Company Warrants that are then outstanding Warrant") 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 Warrantsdeemed assumed by Parent. From At and after the Effective Time, : (ai) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) then outstanding shall entitle the holder thereof to acquire the number (rounded to the nearest whole share) of shares of Parent Common Stock subject to each Company Warrant shall be equal to determined by multiplying the number of shares of Company Class A 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 (ii) the exercise price per share of Parent Common Stock subject to any such Company Warrant at and after the Effective Time shall be an amount equal to the exercise price per share of Company Class A Common Stock subject to such Company Warrant prior to the Effective Time divided by the Exchange Ratio (the warrant exercise price, as so determined, being rounded to the nearest cent and full cent) (d) any restriction on the exercise "Substitute Warrants"). Other than as provided above, 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. 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 each Substitute Warrant shall be subject to the same terms and conditions of the Company Warrants as in effect immediately prior to the Effective Time. (b) The Company shall (i) take all corporate action and (ii) use prompt and reasonable commercial efforts to obtain such consents, in each case, as are necessary to cause the Company Warrants outstanding at the Effective Time to be treated in accordance with Section 2.5(a) and be assumed by Parent at the Effective Time. Parent shall (i) take all corporate action and (ii) use prompt and reasonable commercial efforts to obtain such consents, in each case, as are necessary to cause the Company Warrants outstanding at the Effective Time to be treated in accordance with Section 2.5(a) and be assumed by Parent at the Effective Time, including, without limitation, all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Substitute Warrants pursuant to the terms set forth in this Section 2.5. Following the Effective Time and after receipt of any necessary consents, no holder of a Company Warrant shall have no any rights with respect thereto other than those specifically provided hereinto acquire Company Class A Common Stock.

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 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, 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 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. (a) At the Effective Time, all rights with respect each outstanding warrant to purchase shares of Company Common Stock under (a "COMPANY COMMON WARRANT") set forth on Section 2.7 of the Company Warrants that are then outstanding Disclosure Schedule hereof shall be converted into and become rights with respect automatically amended to Parent constitute a warrant to acquire such Common Stock, and Parent shall assume each Company Warrant in accordance with Stock Merger Consideration as the terms (as in effect as of the date hereof) holder of such Company Common Warrants would have been entitled to receive in the Merger had such holder exercised such Company Common Warrant in full immediately prior to the Effective Time. (b) At the Effective Time, each outstanding warrant to purchase shares of Company Series C Preferred Stock (a "COMPANY PREFERRED STOCK WARRANT") and, together with the Company Common Warrants. From , the "COMPANY WARRANTS") set forth on Section 2.7 of the Company Disclosure Schedule hereof shall be automatically amended to constitute a warrant to acquire ninety six and five thousand seven hundred seventy four ten-thousandths (96.5774) shares of Parent Series A Preferred Stock, subject to adjustment pursuant to Section 2.4 hereof for every one share into which such Company Preferred Stock Warrant was exercisable as of immediately prior to the Effective Time. (c) As promptly as practicable after the Effective Time, (a) Parent shall deliver to each holder of a Company Warrant assumed by a notice that accurately reflects the Merger Consideration each such holder is entitled to receive upon the exercise of such holder's Company Warrant. (d) Parent may be exercised solely shall take all corporate actions necessary to reserve for shares of Parent Common Stock, (b) the issuance such number of shares of Parent Common Stock subject and Parent Series A Preferred Stock as will be necessary to each Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to satisfy exercises in full after 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 which, as 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 hereinbecame warrants to acquire Common Stock Merger Consideration or Preferred Stock Merger Consideration.

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 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.

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. (a) At the Effective Time, all rights with respect the obligation to Company honor each outstanding Series B Warrant of Common Stock under (a "Company Warrants that are then outstanding Warrant") 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 Warrantsdeemed assumed by Parent. From At and after the Effective Time, : (ai) each Company Warrant assumed by Parent may be exercised solely for shares then outstanding shall entitle the holder thereof to acquire the number (rounded up to the nearest whole number) of Parent Common Stock, Shares determined by multiplying (bx) 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 (y) 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 exercise price per share exercise price under each of Parent Shares subject to any such Company Warrant at and after the Effective Time shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding an amount (rounded up to the nearest cent and one-hundredth of a cent) equal to (dx) any restriction on the exercise price per share of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of Common Stock subject to 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 prior to the Effective Time, divided by (y) the Exchange Ratio (the "Substitute Warrants"). The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions Other than as provided above, as of this Section 5.7 and to ensure that, from and after the Effective Time, holders each Substitute Warrant shall be subject to the same terms and conditions of the Company Warrants as in effect immediately prior to the Effective Time. (b) The Board of the Directors of the Company shall take all corporate action necessary to cause the Company Warrants outstanding at the Effective Time to be treated in accordance with Section 2.8(a) and be assumed by Parent at the Effective Time. Following the Effective Time, no holder of a Company Warrant shall have no any rights with respect thereto to acquire Common Stock. (c) If the Company Warrant remains unexercised, the Company shall cause an amendment to the Company Warrant, dated as of March 29, 1995, issued to Fred R. Sullivan ("Sullivan") and now held by FRS Capital Company, LLC, xx xx xxxxxxxx prxxx xx xhe Closing, which would amend paragraph (j) thereof to provide that, following the Effective Time, Parent's obligations under such paragraph shall be subject to the Parent's including the shares related to the Warrant in a registration statement for shares to be sold by other than those specifically provided hereinselling shareholders of Parent. If the Company Warrant is exercised prior to the Effective Time and Parent is notified of such exercise and that a Stock Election is being made by the holder thereof, then the shares related to the Company Warrant shall be exchanged for registered Parent Shares at or promptly after the Effective Time as a part of the Merger.

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 (a) The terms of each outstanding warrant (a “Company Warrant”) to purchase shares of Company Stock under any existing warrant agreement, whether or not exercisable, shall be adjusted as necessary to provide that, 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 outstanding 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 and each such Company Warrant shall be adjusted by dividing deemed to constitute a warrant to acquire, on the per share exercise price same terms and conditions as were applicable under such Company Warrant, the same number of shares of Parent Stock as the holder of such Company Warrant by would have been entitled to receive pursuant to the Exchange Ratio and rounding Merger had such holder exercised such Company Warrant in full immediately prior to the Effective Time, at a price per share of Parent Stock, rounded up to the nearest cent and whole cent, equal to (dA) the aggregate exercise price for the shares of Company Stock otherwise purchasable pursuant to such Company Warrant divided by (B) the aggregate number of shares of Parent Stock deemed purchasable pursuant to such Company Warrant (each, as so adjusted, an “Adjusted Warrant”), provided that any restriction on fractional share of Parent Stock resulting from an aggregation of all the exercise shares of any a holder subject to Company Warrant shall continue in full force and effect and be rounded down to 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 nearest whole share. (b) Prior to the Effective Time. The , Company shall (i) use all reasonable efforts to obtain any consents from holders of warrants to purchase shares of Company Stock, (ii) make any amendments to the terms of such warrants and (iii) take all action any other actions that may be are necessary (under to give effect to the Company Warrants and otherwise) to effectuate the provisions transactions contemplated by this Section 2.05. Notwithstanding any other provision of this Section 5.7 and to ensure that2.05, from and after the Effective Time, holders payment may be withheld in respect of Company Warrants have no rights with respect thereto other than those specifically provided hereinany warrant until such necessary consents are obtained.

Warrants. (a) At the Effective Time, all rights with respect to the extent not exercised prior to the Effective Time, each outstanding warrant to purchase Membership Interests of AAHP (a “AAHP Warrant”) shall be automatically be converted into a warrant to acquire such number of shares of Company Common Stock under (a “Company Warrant”) as the holder of such AAHP Warrants would have been entitled to receive as Merger Shares had such holder exercised such AAHP Warrant in full immediately prior to the Effective Time at an exercise price per share of Company Common Stock appropriately adjusted such that are then outstanding the aggregate exercise price for such Company Warrant shall be converted into the same as it was prior to the Effective Time. At the Effective Time, the Surviving Corporation shall expressly assume the due and become rights with respect to Parent Common Stockpunctual observance and performance of each and every covenant contained in, and Parent shall assume each Company Warrant in accordance with condition of, the terms AAHP Warrants to be performed and observed by the Surviving Corporation and all the obligations and liabilities thereunder. (b) As promptly as in effect as of the date hereof) of such Company Warrants. From and practicable after the Effective Time, (a) each the 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 shall deliver to each Company holder of a AAHP Warrant shall be equal to a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Company Common Stock subject that each such holder is entitled to receive upon the exercise of such Company holder’s AAHP Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less and the applicable adjusted exercise price. Together with such notice, being payable for any fraction or as part of such notice, Company shall deliver a share)duly executed confirmation that Company has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable AAHP Warrant to be performed and observed by AAHP and all the obligations and liabilities thereunder. (c) The number of shares of Company Common Stock issuable upon exercise of the per share exercise price under each such Company Warrant Warrants shall be adjusted reserved by dividing the per share Company out of authorized but unissued Company Common Stock for issuance upon 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 all 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 Warrants after the Effective Time. The Notwithstanding the foregoing, upon the expiration of the Company shall take all action that may be necessary (under Warrants, such Company Common Stock reserved for issuance upon the exercise of 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 shall no rights with respect thereto other than those specifically provided hereinlonger be reserved.

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 that is vested, unexpired, unexercised and outstanding as of the Effective Time shall be cancelled and extinguished, and no such Warrant shall be substituted with any equivalent option or right to purchase or otherwise acquire any Parent Shares or other equity of Parent. Upon cancellation thereof, each Warrant that has an exercise price less than the Per Share Amount shall be automatically converted into the right to receive, subject to and in accordance with Section 2.5: (i) (A) a number of Parent Shares equal to the quotient of (x) the product of (a)(1) the Per Share Closing Share Consideration, multiplied by (2) the number of shares of Company Capital Stock that were subject to such Warrant immediately prior to the Effective Time minus (b) (1) the per share exercise price of such Warrant multiplied by (2) the Share Consideration Percentage multiplied by (3) the number of shares of Company Capital Stock that were subject to such Warrant immediately prior to the Effective Time, all rights with respect divided by (y) the Parent Stock Price, plus (B) subject to Company Common Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect Section 2.6, cash equal to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with (x) the terms (as in effect as product of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed the Per Share Closing Cash Consideration, multiplied by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Company Capital Stock that were subject to each Company such Warrant shall be equal immediately prior to the Effective Time, less (y) the product of (a) the per share exercise price of such Warrant multiplied by (b) the Cash Consideration Percentage multiplied by (c) the number of shares of Company Common Capital Stock that were subject to such Company Warrant immediately prior to the Effective Time Time; and (ii) to the extent the Escrow Fund or any portion thereof becomes payable and issuable to Equityholders pursuant to Section 8.1(b), an amount in cash equal to (x) the Per Share Escrow Consideration 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), (cy) the per share exercise price under each such number of shares of 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, Capital Stock that such Company Warrant shall, in accordance with its terms, be were subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent such Warrant immediately 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 of Company Warrants have no rights with respect thereto other than those specifically provided herein.