Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding Common issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—of outstanding Common issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amended) the rights of the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common theretofore issuable upon such exercise, the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) If the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (ii) shall similarly apply to successive reclassifications, changes, consolidations and mergers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—change other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—combination of outstanding Common Stock issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amendedconversion) the rights of the Holders Holder of this Warrant shall be adjusted in the manner described below: (iA) If In the event that the Corporation is the surviving corporation, this the Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder of this Warrant, upon the exercise thereof, Warrant shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of Stockstock, other securities, money and Property property receivable upon such reclassification, change, consolidation or merger by the holder Holder of each share of Common Stock issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 54. The provisions of this clause (i1) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (iiB) If In the event that the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration thereforetherefor, issue a new WarrantWarrants, providing that upon exercise thereof, thereof the Holder thereof shall procure in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stockstock, other securities, money and Property property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common Stock issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 54. The provisions of this clause (iiSection 2(a)(i)(B) shall similarly apply to successive reclassifications, changes, consolidations and mergers.

Reclassification, Consolidation or Merger. In case It is understood and agreed that prior to expiration of any reclassification the term of the option granted under this Agreement or change the exercise thereof in full by the Optionee, certain changes in capitalization and ownership of outstanding Common issuable upon exercise the Corporation may occur, and it is understood and agreed with respect to such changes in capitalization and ownership that: (a) If and to the extent that the number of this Warrant (other than a issued shares of voting common stock of the Corporation shall be increased or reduced by change in par value, or from par value to no par valuesplit up, reclassification, distribution of a dividend payable in stock, or from no par value the like, the number of shares subject to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of option and the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—of outstanding Common issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amended) the rights of the Holders of this Warrant option price per share hereunder shall be adjusted in the manner described below: (i) proportionately adjusted. If the Corporation is the surviving reorganized or consolidated or merged with another corporation, this Warrant shallthe Optionee shall be entitled to receive options covering shares of such reorganized, without payment consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common theretofore issuable upon such exercisepreceding sentence, the kind and amount excess of the aggregate fair market value of the shares of Stocksubject to the option immediately after the reorganization, other securitiesconsolidation, money and Property receivable upon such reclassification, change, consolidation or merger by over the holder aggregate option price of each share such shares shall not be more than the excess of Common issuable upon such exercise had exercise the aggregate fair market value of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable all shares subject to the adjustments provided for option over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Optionee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option. (b) Notwithstanding any provision to the contrary stated herein, to the extent this option is not yet fully vested and exercisable at the time of a Change in this Section 5Control with respect to the Corporation, then pursuant to the provisions of the Plan, it shall become fully vested and exercisable at that time. The provisions of this clause subparagraph (ib) shall similarly apply to successive reclassificationsbe applied in addition to, changesand shall not reduce, consolidations and mergers. (ii) If modify, or change any other obligation or right of the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments Optionee otherwise provided for in paragraph 10, below, concerning the Optionee's continued employment with the Corporation or the termination thereof. If this Section 5option becomes subject to this subparagraph (b), it shall remain fully vested and exercisable until it expires or terminates pursuant to its terms and conditions. The This option is subject to the provisions of Section 8(e) of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of this clause option, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (iib), the term "Change in Control" shall have the same meaning as provided in the definition thereof stated in Section 2(c) shall similarly of the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to successive reclassifications, changes, consolidations and mergersall events thereafter coming within the amended meaning.

Reclassification, Consolidation or Merger. 2.1 In case the event that the outstanding Shares are hereafter changed by reason of any reclassification reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or change exchange of outstanding Common issuable upon exercise Shares and the like, or dividends payable in Shares, an appropriate adjustment shall be made by the Board of Directors of the Company in the number of Shares and price per Share subject to this Warrant (other than a change in par valueCertificate. If the Company shall be reorganized, consolidated, or from par value to no par valuemerged with another corporation, or from no par value to par value, if all or as a result of a subdivision or combination), or in case of any consolidation or merger substantially all of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—of outstanding Common issuable upon such exercise) or the acquisition of 662/3% assets of the then outstanding shares Company shall be sold or exchanged, the Warrantholder shall at the time of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amended) the rights issuance of the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporation, this Warrant shall, without payment of additional consideration thereforstock under such a corporate event, be deemed modified so as entitled to provide that upon exercise thereof the Holder of this Warrant, receive upon the exercise thereof, shall procure, in lieu of each share of Common theretofore issuable upon such exercise, the vested Warrants evidenced by this Warrant Certificate the same number and kind and amount of shares of Stockstock or the same amount of property, other securitiescash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, money and Property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassificationevent, changethe holder of the number of Shares so exercised. 2.2 Any adjustment under this Paragraph 2 in the number of Shares subject to this Warrant Certificate shall apply proportionately to only the unexercised portion hereunder and shall not have any retroactive effect with respect to Warrants theretofore exercised. If fractions of a Share would result from any such adjustment, consolidation or merger. This Warrant (as adjusted) the adjustment shall be deemed revised to provide for further adjustments that the next lower whole number of Shares. 2.3 No adjustment of the exercise price shall be as nearly equivalent as may made if the amount of such adjustment shall be practicable less than $.01 per Share, but in such case any adjustment that would otherwise be required then to be made, shall be carried forward and shall be made at the adjustments provided for in this Section 5. The provisions of this clause (i) time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall similarly apply amount to successive reclassifications, changes, consolidations and mergersno less than $.01 per share. (ii) If 2.4 No fractional shares of common stock shall be issued upon the Corporation is not the surviving corporation, the surviving corporation shall, without payment exercise of any additional consideration thereforeWarrants evidenced hereby, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure but in lieu of each share of Common theretofore issuable upon exercise of this Warrant thereof the kind and amount number of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common common stock that are issuable upon any exercise shall be rounded up or down to the nearest whole share. 2.5 When any adjustment is required to be made in the exercise price or number of Shares subject to this Warrant had such exercise occurred immediately prior to such reclassificationCertificate, changeinitial or adjusted, consolidation or merger. Such new Warrant the Company shall provide for adjustments which shall be as nearly equivalent as may be practicable within sixty (60) days after the date when the circumstances giving rise to the adjustments provided for adjustment occurred mail to the Warrantholder a statement describing in this Section 5. The provisions of this clause (ii) shall similarly apply to successive reclassifications, changes, consolidations and mergersreasonable detail any method used in calculating such adjustment.

Reclassification, Consolidation or Merger. In At any time while this Class C Warrant remains outstanding and unexpired, in case of any reclassification or change of outstanding Common issuable upon exercise of this Warrant Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), combination of outstanding Ordinary Shares) or in case of any consolidation or merger of the Corporation Company with or into another corporation (other than a merger with another corporation in which the Corporation Company is the surviving a continuing corporation and which does not result in any reclassification or change—change of the outstanding Ordinary Shares other than a change in par value, value or from par value to no par value), the Company, or from no par value to par value, or as a result of a subdivision or combination—of outstanding Common issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934successor corporation, as amended) the rights of the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporationcase may be, this Warrant shall, without payment of any additional consideration therefortherefor and as a condition to such reclassification, be deemed modified so as change, consolidation or merger, execute a new Class C Warrant providing that the Warrant Holder shall have the right to provide that exercise such new Class C Warrant (upon exercise thereof terms not less favorable to the Warrant Holder of than those then applicable to this Class C Warrant, ) and to receive upon the exercise thereof, shall procuresuch exercise, in lieu of each share of Common Ordinary Share theretofore issuable upon such exerciseexercise of this Class C Warrant, the kind and amount of shares of Stockshares, other securities, money and Property or property receivable upon such reclassification, change, consolidation or merger merger, by the holder of each share of Common issuable upon such exercise had exercise of this Warrant occurred immediately prior to one Ordinary Share in connection with such reclassification, change, consolidation or merger. This Warrant (; provided that if the holders of Ordinary Shares were entitled to exercise a right of election as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) If the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and or amount of shares of Stock, other securities, money and Property cash or other assets receivable upon such reclassification, change, consolidation or merger merger, then the kind and amount of securities, cash or other assets for which this Class C Warrant shall become exercisable shall be deemed to be the kind and amount so receivable per share by a plurality of the Holder holders of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately prior to Ordinary Shares in such reclassification, change, consolidation or merger. Such new Class C Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (ii) shall similarly apply to successive reclassifications, changes, consolidations and mergers.Section

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding Common issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—change other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—combination of outstanding Common issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amendedconversion) the rights of the Holders holders of this Warrant shall be adjusted in the manner described below: (i1) If In the event that the Corporation is the surviving corporation, this the Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof hereof the Holder holder of this Warrant, upon the exercise thereof, Warrant shall procure, in lieu of each share of Common theretofore issuable upon such exercise, the kind and amount of shares of Stockstock, other securities, money and Property property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common issuable upon such exercise had such exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 53. The provisions of this clause (i1) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii2) If In the event that the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration thereforetherefor, issue a new WarrantWarrants, providing that upon exercise thereof, hereof the Holder holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stockstock, other securities, money and Property property receivable upon such reclassification, change, consolidation or merger by the Holder holder of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 53. The provisions of this clause (ii2) shall similarly apply to successive reclassifications, changes, consolidations and mergers.

Reclassification, Consolidation or Merger. In At any time while this Warrant remains outstanding and unexpired, in case of any reclassification or change of outstanding Common securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), combination of outstanding securities issuable upon the exercise of this Warrant) or in case of any consolidation or merger of the Corporation Company with or into another corporation (other than a merger with another corporation in which the Corporation Company is the surviving a continuing corporation and which does not result in any reclassification or change—, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—combination of outstanding Common securities issuable upon the exercise of this Warrant), the Company, or such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934successor corporation, as amended) the rights of the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporationcase may be, this Warrant shall, without payment of any additional consideration therefor, be deemed modified so as execute a new Warrant providing that the Warrant Holder shall have the right to provide that exercise such new Warrant (upon exercise thereof terms not less favorable to the Warrant Holder of than those then applicable to this Warrant, ) and to receive upon the exercise thereof, shall procuresuch exercise, in lieu of each share of Common Share theretofore issuable upon such exerciseexercise of this Warrant, the kind and amount of shares of Stockstock, other securities, money and Property or property receivable upon such reclassification, change, consolidation or merger merger, by the holder of each share of one Common issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) If the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common Share issuable upon exercise of this Warrant had such exercise occurred it been exercised immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 56. The provisions If the holders of the Common Shares may make elections as to the kind or amount of stock, securities, money and other property receivable upon such consolidation or merger, then, for the purpose of this clause Section 6(a), the kind and amount of stock, securities, money and other property receivable upon such consolidation or merger shall be deemed to be the choice specified by the Warrant Holder, which choice shall be specified by the Warrant Holder not later than the earlier of (iiA) 30 days after Warrant Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Shares concerning such choice, or if no such information is required, 30 days after the Company notified the Warrant Holder of all material facts concerning such choice and (B) the last time at which holders of Common Shares are permitted to make their elections known to the Company. If the Warrant Holder fails to specify a choice, the Warrant Holder's choice shall similarly apply be deemed to successive reclassificationsbe the choice made by a plurality of holders of Common Shares not affiliated with the Company or the other party to the merger or consolidation. Notwithstanding the foregoing, changesin the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, consolidations and mergers.in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in

Reclassification, Consolidation or Merger. In case If and to the extent that ----------------------------------------- the number of any reclassification issued common shares of the Company shall be increased or change of outstanding Common issuable upon exercise of this Warrant (other than a reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or from par value the like, the number of common shares subject to no par option and the option price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the Employee shall be entitled to receive options covering common shares of such reorganized, consolidated, merged or successor company in the same proportion, at a substantially equivalent economic value, or from no par value and subject to par value, or as a result of a subdivision or combination)the same conditions, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—of outstanding Common issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amended) the rights of the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder of this Warrant, upon the exercise lieu thereof, the option granted under this Agreement shall procurefully vest and be exercisable immediately prior to the effective date of such reorganization, consolidation, merger, sale or transfer. Notwithstanding the foregoing, if Employee's employment with the successor corporation is terminated or materially altered in lieu of each share of Common theretofore issuable upon such exercisea manner which is adverse to Employee, the kind options granted under this Agreement shall vest and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common issuable upon such exercise had exercise of this Warrant occurred be exercisable immediately prior to such reclassificationtermination or alteration. If new options are received upon such reorganization or transfer under the terms of this Section, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable the excess of the fair market value of the common shares subject to the adjustments provided for in this Section 5. The provisions option immediately after the reorganization, consolidation, merger, sale or transfer over the aggregate option price of this clause (i) such common shares shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) If not be more than the Corporation is not excess of the surviving corporation, the surviving corporation shall, without payment aggregate fair market value of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of all common shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable subject to the adjustments provided for in this Section 5. The provisions option immediately before such reorganization, consolidation, merger, sale or transfer over the aggregate option price of this clause (ii) such common shares, and the new option or assumption of the old option shall similarly apply to successive reclassifications, changes, consolidations and mergersnot give the Employee additional benefits which he did not have under the old option.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Corporation Company with or into another corporation Company (other than a merger with another corporation in which the Corporation Company is the surviving corporation and which does not result in any reclassification or change—change other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—combination of outstanding Common Stock issuable upon such exercise) or the acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amendedconversion) the rights of the Holders holders of this Warrant shall be adjusted in the manner described below: (i1) If In the Corporation event that the Company is the surviving corporation, this the Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder holder of this Warrant, upon the exercise thereof, Warrant shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of Stockstock, other securities, money and Property property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 54. The provisions of this clause (i1) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii2) If In the Corporation event that the Company is not the surviving corporationentity, the surviving corporation entity shall, without payment of any additional consideration thereforetherefor, issue a new WarrantWarrants, providing that upon exercise thereof, thereof the Holder holder thereof shall procure in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stockstock, other securities, money and Property property receivable upon such reclassification, change, consolidation or merger by the Holder holder of each share of Common Stock issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 54. The provisions of this clause (ii2) shall similarly apply to successive reclassifications, changes, consolidations and mergers. The Company shall not enter into any transaction subject to the provisions of this Section 4(a)(i)(2) unless the surviving entity in such transaction agrees in writing to issue new Warrants in accordance with the terms and conditions of this Section 4(a)(i)(2) and comply with the terms and conditions of such new Warrants.

Reclassification, Consolidation or Merger. 2.1 In case the event that the outstanding Shares are hereafter changed by reason of any reclassification reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or change exchange of outstanding Common issuable upon exercise Shares and the like, or dividends payable in Shares, an appropriate adjustment shall be made by the Board of Directors of the Company in the number of Shares and price per Share subject to this Warrant (other than a change in par valueCertificate. If the Company shall be reorganized, consolidated, or from par value to no par valuemerged with another corporation, or from no par value to par value, if all or as a result of a subdivision or combination), or in case of any consolidation or merger substantially all of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—of outstanding Common issuable upon such exercise) or the acquisition of 662/3% assets of the then outstanding shares Company shall be sold or exchanged, the Warrant Holder shall at the time of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amended) the rights issuance of the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporation, this Warrant shall, without payment of additional consideration thereforstock under such a corporate event, be deemed modified so as entitled to provide that upon exercise thereof the Holder of this Warrant, receive upon the exercise thereof, shall procure, in lieu of each share of Common theretofore issuable upon such exercise, the Warrants evidenced by this Warrant Certificate the same number and kind and amount of shares of Stockstock or the same amount of property, other securitiescash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, money and Property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassificationevent, changethe holder of the number of Shares covered by this Warrant Certificate. 2.2 Any adjustment under this Paragraph 2 in the number of Shares subject to this Warrant Certificate shall apply proportionately to only the unexercised portion hereunder and shall not have any retroactive effect with respect to Warrants theretofore exercised. If fractions of a Share would result from any such adjustment, consolidation or merger. This Warrant (as adjusted) the adjustment shall be deemed revised to provide for further adjustments that the next lower whole number of Shares. 2.3 No adjustment of the exercise price shall be as nearly equivalent as may made if the amount of such adjustment shall be practicable less than $.01 per Share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to no less than $.01 per Share. 2.4 No fractional Shares of common stock shall be issued upon the exercise of any warrants evidenced hereby, but in lieu thereof the Company shall pay to the adjustments provided for order of Warrant Holder an amount in this Section 5. The provisions cash equal to the same fraction of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergersthe exercise price of one Share on the date of exercise. (ii) If 2.5 When any adjustment is required to be made in the Corporation is not the surviving corporationexercise price or number of Shares subject to this Warrant Certificate, initial or adjusted, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, Company shall within sixty (60) days after the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant date when the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable circumstances giving rise to the adjustments provided for adjustment occurred mail to the Warrant Holder a statement describing in this Section 5. The provisions of this clause (ii) shall similarly apply to successive reclassifications, changes, consolidations and mergersreasonable detail any method used in calculating such adjustment.

Reclassification, Consolidation or Merger. In case of Any recapitalization, reorganization, reclassification, consolidation or merger (other than a merger with another entity in which the Company is the surviving entity and that does not result in any reclassification or change of outstanding Common issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Corporation with or into another corporation (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination—combination of outstanding Common Units issuable upon such exerciseconversion) or other transaction, in each case which is effected in such a way that the acquisition of 662/3% of the then outstanding shares holders of Common Units are entitled to receive (on either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Units, but excluding any transaction resulting in a fully diluted basis) by Sale of Holdings (which is addressed in Section 1(b)), is referred to herein as an “Organic Change.” Prior to the consummation of any Person Organic Change, the Company shall make appropriate provision to ensure that the Holder shall thereafter have the right to acquire and receive, in lieu of or group addition to (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amendedcase may be) the rights of Common Units immediately theretofore acquirable and receivable upon the Holders of this Warrant shall be adjusted in the manner described below: (i) If the Corporation is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common theretofore issuable upon such exercise, the kind and amount of shares of Stockstock, other securities, money and Property receivable upon securities or assets as would have been issued or payable in such reclassification, change, consolidation or merger by Organic Change (if the holder of each share of Common issuable upon such exercise Holder had exercise of exercised this Warrant occurred immediately prior to such reclassification, change, consolidation Organic Change) with respect to or merger. This Warrant (as adjusted) shall be deemed to provide in exchange for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations Common Units immediately theretofore acquirable and mergers. (ii) If the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common issuable upon exercise of this Warrant had such exercise occurred immediately Organic Change not taken place. In any such case, the Company shall make appropriate provision with respect to the Holder’s rights and interests to ensure that the provisions of this Section 3 shall thereafter be applicable to this Warrant. The Company shall not effect any Organic Change unless prior to the consummation thereof the successor or purchasing entity (if other than the Company), as applicable, resulting from such reclassificationOrganic Change assumes by written instrument the obligation to deliver to the Holder such shares of stock, changesecurities or assets as, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as in accordance with the foregoing provisions, the Holder may be practicable entitled to the adjustments provided for in this Section 5acquire. The provisions of this clause (iiSection 3(a) shall similarly apply to any successive reclassifications, changes, consolidations and mergersOrganic Changes.