Common use of Reorganization, Reclassification, Consolidation, Merger or Sale Clause in Contracts

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of any reorganization of the capital stock of the Company, a consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation), the sale of all or substantially all of the Company’s assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Stock shall be entitled to receive stock, securities, or other assets or property, in each case, at any time after the Commencement Date, then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transaction, lawful and adequate provision shall be made whereby the Holder hereof shall have the right to purchase and receive (in lieu of the shares of the Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Stock equal to the number of shares of such Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, appropriate provision shall be made with respect to the rights and interests of the Holder such that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any recapitalization, reclassification or reorganization of the share capital stock of the Company, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation)Company, or the sale of all or substantially all of the Company’s its shares and/or assets or any other transaction involving the transfer (including, without limitation, a sale of substantially all of its assets followed by a majority of the voting power over the capital stock of the Company liquidation) shall be effected in such a manner such way that holders of Common Stock shall be entitled to receive stockshares, securities, securities or other assets or property, in each case, at any time after the Commencement Date, then, as a condition of such reorganizationrecapitalizations, reclassificationreclassifications, consolidationreorganizations, mergerconsolidations, sale mergers or transactionsales, lawful and adequate provision provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stockshares, securities or other assets or property as may be issued or payable with respect to or in exchange for a the number of outstanding shares Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such Stock equal recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the number of shares of such Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, appropriate provision shall be made with respect to the rights and interests of the Holder such that the provisions hereof (adjustments provided for in this Section 4 including, without limitation, provisions for adjustments of to the Exercise Price and of to the number of shares purchasable and receivable securities or property issuable upon the exercise of the new Warrant. The provisions of this Warrant) thereafter Section 4.2 shall be applicablesimilarly apply to successive recapitalizations, as nearly practicablereclassifications, in relation to any shares of stockreorganizations, securities consolidations, mergers or assets thereafter deliverable upon the exercise hereofsales.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of any reorganization of the capital stock of If (i) the Company, a directly or indirectly, in one or more related transactions effects any merger or consolidation or merger of the Company with or into another corporation Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other than a merger in which the Company is the surviving corporation), the sale disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock, (iv) the Company’s assets , directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any transaction involving compulsory share exchange pursuant to which the transfer shares of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Common Stock shall be entitled to receive stock, are effectively converted into or exchanged for other securities, or other assets cash or property, or (v) the Company, directly or indirectly, in each caseone or more related transactions consummates a stock or share purchase agreement or other business combination (including, at without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any time after shares of Common Stock held by the Commencement Dateother Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (an “Organic Change”), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionOrganic Change, lawful and adequate provision provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Stock of the Company Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyby this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Stock Warrant Shares (as applicable, “Alternate Consideration”) equal to the number of shares of such Stock stock immediately theretofore purchasable and receivable upon assuming the full exercise of the rights represented herebyby this Warrant. In the event of any such reorganization, consolidation, merger, sale or transaction, including successive events of such natureOrganic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder such of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets Alternate Consideration thereafter deliverable upon the exercise hereof. The Company will not effect any such Organic Change unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such Organic Change or the corporation purchasing such assets shall assume by written instrument (which, at the request of the Holder, shall be in the form of a new Warrant issued by such successor corporation) the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive upon exercise of this Warrant. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares for the Alternate Consideration delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such Organic Change or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such Alternate Consideration even in the absence of a written instrument assuming such obligation to the extent such assumption occurs by operation of law.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any capital reorganization or reclassification of the capital stock of the CompanyBank, a or any consolidation or merger of the Company Bank with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the Company’s its assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company to another corporation shall be effected in such a manner such way that holders Holders of Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, sale merger or transactionsale, lawful and adequate provision provisions shall be made whereby the Holder hereof Grantees shall thereafter have the right to purchase and receive (upon the basis and upon the terms and conditions specified in this Warrant Agreement, upon exercise of the Warrant contained herein and in lieu of the shares of the Stock of the Company Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) , such shares of stock, securities securities, cash or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Stock Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In , and in any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, case appropriate provision shall be made with respect to the rights and interests interest of the Holder such Grantees to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares Warrant Shares purchasable and receivable upon the exercise of this Warrantthe Warrant contained herein) shall thereafter shall be applicable, as nearly practicableas may be, in relation to any shares of stock, stock or securities or assets thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any recapitalization, reclassification or reorganization of the capital stock of the CompanyCorporation, a or any consolidation or merger of the Company Corporation with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the Company’s its assets or any other transaction involving the transfer of a majority of the voting power over the capital stock of the Company shall be effected in such a manner such way that holders of the Corporation’s Common Stock shall be entitled to receive stock, securities, or other assets or property, in each caseincluding, at any time after the Commencement Datewithout limitation, upon conversion of such Common Stock (an “Organic Change”), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionOrganic Change, lawful and adequate provision provisions shall be made by the Corporation whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Stock stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any such reorganization, consolidation, merger, sale or transaction, including successive events of such natureOrganic Change, appropriate provision shall be made by the Corporation with respect to the rights and interests of the Holder such of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereofhereof and following such Organic Change the Corporation or its successor shall promptly issue to Holder an amendment to this Warrant reflecting such adjustments.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If --------------------------------------------------------------- any capital reorganization or reclassification of the capital stock of the Company, a consolidation or merger any Sale of the Company with another corporation (other than collectively, a merger in which the Company is the surviving corporation), the sale of all or substantially all of the Company’s assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company "Transaction") shall be effected in such a manner such way that holders of Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange for Common Stock, then, as a condition of such reorganizationTransaction, reclassification, consolidation, merger, sale or transactionreasonable, lawful and adequate provision provisions shall be made whereby the Holder hereof holder of this Warrant shall thereafter have the right to purchase and receive (upon the basis and upon the terms and conditions specified in this Warrant, upon exercise of this Warrant and in lieu of the shares of the Stock of the Company Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) , such number, amount and like kind of shares of stock, securities securities, cash or other assets or property as may be issued or payable pursuant to the terms of the Transaction with respect to or in exchange for a number of outstanding shares of such Stock equal to the number of shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In hereby as if such shares were outstanding immediately prior to the Transaction, and in any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, case appropriate provision shall be made with respect to the rights and interests interest of the Holder such holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares Shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly as may be practicable, in relation to any shares of stock, stock or securities or assets thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any reorganization or reclassification of the capital stock outstanding shares of the CompanyCommon Stock, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation)entity, or the sale of all or substantially all of the Company’s assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company to another entity shall be effected in such a manner such way that holders of Common Stock shall be entitled to receive cash, stock, securities, securities or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange therefor, then, as a condition of such reorganization, reclassification, consolidation, merger, sale merger or transactionsale, lawful and adequate provision shall be made whereby the Holder hereof shall thereafter have the right upon the terms and conditions specified in this Warrant to purchase and receive (receive, in lieu of Warrant Shares upon the shares payment of the Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) Exercise Price, solely such shares of cash, stock, securities or other assets or property as may be would have been issued or payable with respect to or in exchange for a number of outstanding shares of such Stock equal Warrant Shares pursuant to the number terms hereof had the Holder exercised the Warrant in full immediately prior to the effective date of shares of such Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any such reorganization, reclassification, consolidation, mergermerger or sale, sale or transaction, including successive events of and in any such nature, case appropriate provision shall be made with respect to the rights and interests of the Holder such to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicableas may be possible and pertinent, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof, and appropriate adjustment shall be made to determine and provide for the price per Warrant Share, shares of stock or other security or asset deliverable hereunder, as well as the number of Warrant Shares, shares of stock or other securities, or the amount of assets, deliverable hereunder.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any recapitalization, reclassification or reorganization of the capital stock of the Company, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of the Company’s assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Preferred Stock shall be entitled to receive stock, securities, or other assets or property, in each case, at any time after the Commencement Dateproperty (an “Organic Change”), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionOrganic Change, lawful and adequate provision provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such Stock stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any such reorganization, consolidation, merger, sale or transaction, including successive events of such natureOrganic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder such of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of any reorganization of the capital stock of If (i) the Company, a directly or indirectly, in one or more related transactions effects any merger or consolidation or merger of the Company with or into another corporation Person (other than a merger including, for the avoidance of doubt, in which the Company is the surviving corporationQualified Public Transaction), (ii) the sale Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Shares, (iv) the Company’s assets , directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Shares or any transaction involving compulsory share exchange pursuant to which the transfer of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Stock shall be entitled to receive stock, Shares are effectively converted into or exchanged for other securities, or other assets cash or property, or (v) the Company, directly or indirectly, in each caseone or more related transactions consummates a stock or share purchase agreement or other business combination (including, at without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Shares (not including any time after Shares held by the Commencement Dateother Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (an “Organic Change”), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionOrganic Change, lawful and adequate provision provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Stock of the Company Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyby this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Stock Warrant Shares (as applicable, “Alternate Consideration”) equal to the number of shares of such Stock stock immediately theretofore purchasable and receivable upon assuming the full exercise of the rights represented herebyby this Warrant. In the event of any such reorganization, consolidation, merger, sale or transaction, including successive events of such natureOrganic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder such of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets Alternate Consideration thereafter deliverable upon the exercise hereof. The Company will not effect any such Organic Change unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such Organic Change or the corporation purchasing such assets shall assume by written instrument (which, at the request of the Holder, shall be in the form of a new Warrant issued by such successor corporation) the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive upon exercise of this Warrant. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of Shares of record shall be entitled to exchange their shares for the Alternate Consideration delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such Organic Change or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such Alternate Consideration even in the absence of a written instrument assuming such obligation to the extent such assumption occurs by operation of law.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any --------------------------------------------------------------- capital reorganization or reclassification of the capital stock of the Company, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the Company’s assets of the Company to another corporation, or any transaction involving the transfer exchange of a majority of the voting power over the capital stock of the Company for cash or any other securities or assets, shall be effected in such a manner such way that holders of Stock Shares shall be entitled to receive stock, securities, cash or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange for Shares, then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionexchange, lawful and adequate provision provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive (receive, upon the basis and upon the terms and conditions specified in this Note and in lieu of the shares of the Stock of the Company Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) , such shares of stock, securities securities, cash or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Stock Shares equal to the number of shares of such Stock Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any hereby had such reorganization, reclassification, consolidation, merger, sale or transaction, including successive events of exchange not taken place. In any such naturecase, appropriate provision shall be made with respect to the rights and interests of the Holder such of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this WarrantConversion Price) shall thereafter shall be applicable, as nearly as may be practicable, in relation to any shares of stock, securities securities, cash or assets thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any capital reorganization or reclassification of the capital stock of the Company, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation)entity, or the sale of all or substantially all of the Company’s 's assets to another person or any transaction involving the transfer of entity (collectively referred to as a majority of the voting power over the capital stock of the Company "Transaction") shall be effected in such a manner such way that holders of Series D Preferred Stock shall be entitled to receive stock, securities, cash or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange for Series D Preferred Stock, then, as a condition of such reorganizationTransaction, reclassification, consolidation, merger, sale or transactionreasonable, lawful and adequate provision provisions shall be made whereby the Holder hereof holder of this Warrant shall thereafter have the right to purchase and receive (upon the basis and upon the terms and conditions specified in this Warrant, upon exercise of this Warrant and in lieu of the shares of the Stock of the Company Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) , such number, amount and like kind of shares of stock, securities securities, cash or other assets or property as may be issued or payable pursuant to the terms of the Transaction with respect to or in exchange for a number of outstanding shares of such Stock equal to the number of shares of such Series D Preferred Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In hereby as if such shares were outstanding immediately prior to the Transaction, and in any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, case appropriate provision shall be made with respect to the rights and interests interest of the Holder such holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares Warrant Shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly as may be practicable, in relation to any shares of stock, stock or securities or assets thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any recapitalization, reclassification or reorganization of the capital stock of the Company, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the Company’s its assets or any other transaction involving the transfer of a majority of the voting power over the capital stock of the Company shall be effected in such a manner such way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property, in each case, at any time after the Commencement Dateproperty (an "Organic Change"), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionOrganic Change, lawful and adequate provision provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Stock stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any such reorganization, consolidation, merger, sale or transaction, including successive events of such natureOrganic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder such of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If there shall occur any capital reorganization of the capital stock or reclassification of the Company’s Common Stock (other than a change in par value or a stock dividend, or a subdivision or combination as provided for in subsection (a) above), or any consolidation or merger of the Company with or into another corporation (other than corporation, or a merger in which the Company is the surviving corporation), the sale transfer of all or substantially all of the Company’s assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Stock shall be entitled to receive stock, securities, or other assets or property, in each case, at any time after the Commencement DateCompany, then, as a condition part of any such reorganization, reclassification, consolidation, mergermerger or sale, sale or transactionas the case may be, lawful and adequate provision shall be made whereby so that the Holder hereof shall have the right thereafter to purchase and receive (in lieu of the shares of the Stock of the Company immediately theretofore purchasable and receivable upon the exercise hereof the kind and amount of the rights represented hereby) such shares of stock, stock or other securities or other assets property which such Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or property sale, as the case may be issued or payable with respect to or in exchange for a number of outstanding shares of be, such Stock equal to Holder had held the number of shares of such Common Stock immediately theretofore which were then purchasable and receivable upon the exercise of the rights represented herebythis Warrant. In any such reorganization, consolidation, merger, sale or transaction, including successive events of such naturecase, appropriate provision adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein and in such transaction with respect to the rights and interests thereafter of the Holder of this Warrant such that the provisions hereof set forth in this Section 3 (including, without limitation, including provisions for adjustments with respect to adjustment of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this WarrantPrice) shall thereafter shall be applicable, as nearly as is reasonably practicable, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon the exercise hereofof this Warrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any capital reorganization of the capital stock of the Company, a consolidation or reclassification or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the Company’s its assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company to another corporation, shall be effected in such a manner such way that holders of shares of Common Stock shall be entitled to receive stockCommon Stock, securities, Other Securities or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange for shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, sale merger or transactionsale, lawful and adequate provision shall be made whereby the Holder hereof Warrantholder shall thereafter have the right to purchase and receive (upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) Warrants such shares of stockCommon Stock, securities Other Securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any Warrants had such reorganization, reclassification, consolidation, mergermerger or sale not taken place, sale or transaction, including successive events of and in any such nature, case appropriate provision shall be made with respect to the rights and interests of the Holder such Warrantholder so that the provisions hereof of the Warrants (including, without limitation, provisions for adjustments adjustment of the Exercise Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrantthe Warrants) shall thereafter shall be applicable, as nearly practicableas may be, in relation to any shares of stockCommon Stock, securities Other Securities or assets thereafter deliverable upon the exercise hereofof the Warrants.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event case of any reorganization of the reclassification, capital stock of the Companyreorganization, a consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation)consolidation, the merger, sale of all or substantially all of the Company’s assets to another Person or any transaction involving other change in the transfer Common Stock of the Company, other than as a result of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Stock shall be entitled to receive stocksubdivision, securitiescombination, or other assets or propertystock dividend provided for in Section 2(b) below (any of which, in each case, at any time after the Commencement Datea “Change Event”), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionChange Event, lawful and adequate provision shall be made whereby made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Registered Holder, so that the Registered Holder hereof shall have the right at any time prior to purchase and receive (in lieu the expiration of the shares of the Stock of the Company immediately theretofore purchasable and receivable this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant (subject to adjustment of the rights represented hereby) such Exercise Price as provided in Section 2), the kind and amount of shares of stock, stock and other securities or other assets or and property as may be issued or payable receivable in connection with respect to or in exchange for such Change Event by a number holder of outstanding shares of such Stock equal to the same number of shares of Common Stock as were purchasable by the Registered Holder immediately prior to such Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyChange Event. In any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, case appropriate provision provisions shall be made with respect to the rights and interests interest of the Registered Holder such so that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation applicable with respect to any shares of stock, stock or other securities or assets thereafter and property deliverable upon the exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any recapitalization, reclassification or reorganization of the capital stock of the Company, a or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation), or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of the Company’s assets or any transaction involving the transfer of a majority of the voting power over the capital stock of the Company effected in a manner such that holders of Preferred Stock shall be entitled to receive stock, securities, or other assets or property, in each case, at any time after the Commencement Dateproperty (an “Organic Change”), then, as a condition of such reorganization, reclassification, consolidation, merger, sale or transactionOrganic Change, lawful and adequate provision provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such Stock stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any such reorganization, consolidation, merger, sale or transaction, including successive events of such natureOrganic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder such of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.. The Company will not effect any such consolidation, merger or sale unless, prior to the

Reorganization, Reclassification, Consolidation, Merger or Sale. In the event of If any capital reorganization or reclassification of the capital stock of the Company, a Company or any consolidation or merger of the Company with another corporation (other than a merger in which the Company is the surviving corporation)entity, or the sale of all or substantially all of the Company’s 's assets to another person or any transaction involving the transfer of entity (collectively referred to as a majority of the voting power over the capital stock of the Company "Transaction") shall be effected in such a manner such way that holders of Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or property, in each case, at any time after the Commencement Dateexchange for Common Stock, then, as a condition of such reorganizationTransaction, reclassification, consolidation, merger, sale or transactionreasonable, lawful and adequate provision provisions shall be made whereby the Holder hereof holder of this Warrant shall thereafter have the right to purchase and receive (upon the basis and upon the terms and conditions specified in this Warrant, upon exercise of this Warrant and in lieu of the shares of the Stock of the Company Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) hereby as if such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of were outstanding shares of such Stock equal immediately prior to the number of shares of such Stock immediately theretofore purchasable Transaction, and receivable upon the exercise of the rights represented hereby. In in any such reorganization, consolidation, merger, sale or transaction, including successive events of such nature, case appropriate provision shall be made with respect to the rights and interests interest of the Holder such holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares Warrant Shares purchasable and receivable upon the exercise of this Warrant) shall thereafter shall be applicable, as nearly as may be practicable, in relation to any shares of stock, stock or securities or assets thereafter deliverable upon the exercise hereof.