Common use of Amendment to Warrant Clause in Contracts

Amendment to Warrant. The fourth sentence of Section 3(b) of the Warrant is hereby deleted and replaced in its entirety with the following: Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of consideration equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided the form of consideration paid shall be the same form of consideration received by shareholders in the Fundamental Transaction (and if more than one type of consideration shall be received by shareholders in the Fundamental Transaction, the Holders shall be paid the same types of consideration in the same proportions received by shareholders). To the extent such consideration does not consist of cash, such consideration shall be valued for these purposes at (x) in the case of publicly-traded securities, the closing price of such security on the principal trading market or quotation system for such security on the trading day immediately preceding the date on which the Fundamental Transaction is consummated and (y) in the case of a non-publicly traded security, at the fair market value of such security as mutually determined by the Company and a majority in interest of the Holders.