Common use of Merger Event Clause in Contracts

Merger Event. If at any time there shall be a Merger Event that is not a Public Acquisition, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value of shares of Common Stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public Acquisition, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided, that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of this Section 8(a) shall similarly apply to successive the outstanding shares of Preferred Stock in such Merger EventsEvent consists solely of cash and/or readily marketable securities. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this the Warrant, the kind, amount and value of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this the Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this the Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of this Section 8(a) shall similarly apply to successive the outstanding shares of Preferred Stock in such Merger EventsEvent consists solely of cash and/or readily marketable securities. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Even.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of DirectorsDirectors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price, the ability of the Warrantholder to elect the class and series of Preferred Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of the outstanding shares of Preferred Stock in such Merger Event consists solely of cash and/or Marketable Securities (a “Liquid Sale”), in which case this Section 8(a) Warrant shall, upon the closing of such Liquid Sale, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable, that are issuable hereunder as of immediately prior to the closing of such Liquid Sale, the consideration payable on or in respect of such shares of Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable, in such Liquid Sale less the Purchase Price for all such shares of Preferred Stock (or other capital stock of the Company for which this Warrant is then exercisable), such consideration to include both the consideration payable at the closing of such Liquid Sale and any deferred consideration payable on or in respect of such shares of Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable, thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments, and such consideration shall similarly apply become payable to successive Merger Eventsthe Warrantholder as and when it is paid to the holders of the outstanding shares of Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable (such aggregate consideration, the “Aggregate Liquid Sale Consideration”); provided, further, that in connection with a Liquid Sale where the Aggregate Liquid Sale Consideration would be less than the aggregate Exercise Price in effect immediately prior to the consummation of such Liquid Sale, then this Agreement will automatically expire effective as of immediately prior to the consummation of such Liquid Sale. In connection with a Merger Event and upon the Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that the Warrantholder would have received if the Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If Subject to the provisions of Section 2 of this Agreement, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In Subject to the provisions of Section 2 of this Agreement, in any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, and subject to the successorprovisions of Section 2 of this Agreement, the successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time Warrantholder agrees that if there shall be a Merger Event that is Event, either Warrantholder shall exercise its conversion or purchase right under this Agreement and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (ii) if Warrantholder elects not a Public Acquisitionto exercise this Agreement prior to the Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such casethe case of (ii) above, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Series C Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, and in connection with any Merger Event other than a Public Acquisitionsuch case, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and the case of (i) above, upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. Notwithstanding any of the foregoing, if there shall be a Merger Event in which the outstanding capital stock of the Company is acquired for either cash and/or unrestricted, freely-transferable shares of capital stock in a publicly-traded company, and Warrantholder elects not to exercise this Agreement in accordance with (i) above, this Warrant will expire upon the consummation of such Merger Event.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the CompanyCompany at least three (3) business days prior to the closing thereof, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the effective date of the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement immediately prior to the effective date of the Merger Event without actually exercising such right, and without acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, "Reference Property") that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of this Section 8(a) shall similarly apply to successive the outstanding shares of Preferred Stock in such Merger EventsEvent consists solely of cash and/or readily marketable securities. In connection with a Merger Event and upon Warrantholder’s 's written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If Except as provided in Section 2, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock capital stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of DirectorsDirectors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end ensure that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of the Company under this Warrant. The Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations of the Company under this Agreement and any such assumption shall contain such additional provisions to protect the interests of this Section 8(a) shall similarly apply the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to successive Merger Eventsthe Warrantholder). In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to Agreement shall be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock common stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of this Section 8(athe Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. Notwithstanding anything to the contrary contained herein, in the event of a Merger Event in which the consideration is (i) cash, (ii) freely tradable stock of a publicly traded acquirer or (iii) a combination thereof, either (A) Warrantholder shall exercise its purchase right under this Agreement and such exercise will be deemed effective immediately prior to the closing of such Merger Event or (B) if Warrantholder elects not to exercise this Agreement, this Agreement and the right to purchase Common Stock as granted herein will expire upon the closing of such Merger Event. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public Acquisitionas referred in Section 1 under (ii) of the definition of Merger Event, then, as a part of such Merger Event, lawful provision appropriate adjustments shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kindnumber of shares, amount and value of shares of Common Stock or other securities or property of monetary compensation (“Reference Property”), that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant the Warrants immediately prior to such the Merger Event. In any such case, appropriate adjustment adjustments (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 7 shall thereafter be applicable, as nearly as possible, to the subscription rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such subscription rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this WarrantAgreement; provided that if the Reference Property includes shares or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors). The provisions of this Section 8(a7(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with the consummation of a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of DirectorsDirectors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price, the ability of the Warrantholder to elect the class and series of Preferred Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration to be paid for or in respect of this Section 8(athe outstanding shares of Preferred Stock in such Merger Event consists solely of cash and/or readily marketable securities, and (ii) shall similarly apply the value of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to successive be paid for or in respect of each outstanding share of Preferred Stock is at least two (2) times the Exercise Price in effect as of immediately prior to the closing of such Merger EventsEvent. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors); notwithstanding the above, if the Reference property is cash or shares of stock of a publicly traded company with a value on the date of the closing of the Merger Event of not less than two (2) times the aggregate Purchase Price, Warrantholder shall exercise its purchase right under this Section 8(a) shall similarly apply Agreement and such exercise will be deemed effective immediately prior to successive the closing of such Merger EventsEvent. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock capital stock or other securities or cash or other property of the successor, surviving or purchasing corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, entirety and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the CompanyCompany at least ten (10) days prior to the effectiveness of such Merger Event, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement, without actually exercising such right, acquiring such shares shares, and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of this Section 8(a) shall similarly apply to successive the outstanding shares of Preferred Stock in such Merger EventsEvent consists solely of cash and/or readily marketable securities. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this the Warrant, the kind, amount and value of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this the Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this the Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of DirectorsDirectors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of this Section 8(athe Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If Subject to the provisions of Section 2 of this Agreement, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In Subject to the provisions of Section 2 of this Agreement, in any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, and subject to the successorprovisions of Section 2 of this Agreement, the successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of the Class purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereofthereof (other than Liquid Sale), the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possiblepossible consistent with the terms of this Warrant. Without limiting the foregoing, in connection with any Merger Event Event, other than a Public AcquisitionDesignated Merger, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event Event, and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public Acquisition, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public Acquisition, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value of shares of Common Stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public Acquisition, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to 3. be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the effective date of the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of DirectorsBoard) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s 's written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant on a net issuance basis immediately prior to the Net Issuance provisions effective date of this Warrant prior to the Merger Event without actually exercising such right, and without acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possiblepossible in the same manner as such rights existed prior to the Merger Event. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares that it was entitled to exercise as of the consummation of the Merger Event issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise PriceExercise. Price and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the CompanyCompany at least five (5) days prior to the closing thereof, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised the number of shares of Warrant Stock that it was entitled to exercise under this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possiblepossible in the same manner as such rights existed prior to the Merger Event. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares that it was entitled to exercise as of the consummation of the Merger Event issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities Securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value number of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than that is not a Public AcquisitionQualifying Merger Event, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. For the avoidance of doubt, the terms of this Section 8(a) shall be inapplicable to a Merger Event that is a Public Acquisition. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value of shares of Common Stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value number of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the effective date of the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement immediately prior to the effective date of the Merger Event without actually exercising such right, and without acquiring such shares and exchanging such shares for such consideration.