Common use of Reorganizations, Mergers, Consolidations or Sale of Assets Clause in Contracts

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entity, or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder of this Warrant at the address of the Holder shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of involving the Company’s Common Stock (other than a stock split, combination, consolidation, reclassification, exchange, or subdivision of shares provided for elsewhere in Sections 4.1 and 4.2 above) or a merger or consolidation of the Company with or into another entitycorporation, or the sale of all or substantially all of the Company’s properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during in accordance with the period specified terms hereof, in this Warrant and upon payment lieu of the Warrant Exercise Price then in effectShares that Holder would have become entitled to purchase but for such event, the number of shares of Common Stock or such other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidationevent, to which a holder of the Common Stock deliverable upon exercise of this Warrant Holder would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty shall provide Holder with at least twenty (3020) days after making such adjustment, give days’ prior written notice (by of any of the events described in the first class mail, postage prepaid) to the Holder sentence of this Warrant at the address of the Holder shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this WarrantSection 4.3.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a stock split, combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entitycorporation, or the sale of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, merger or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, merger or consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder registered holder of this Warrant at the address of the Holder that holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include be included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s Common 's Warrant Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entity, or the sale of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Warrant Stock or other securities or property of the Company, or of the successor entity resulting from such merger or consolidation, to which a holder of the Common Warrant Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder of this Warrant at the address of the Holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a subdivision, stock split, combination, reclassification, exchange, exchange or subdivision substitution of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entitycompany, or the sale of substantially all of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity company resulting from such merger or consolidation, to which a holder Holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price stock purchase price then in effect and number of Shares shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or Stock Purchase Warrants or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder registered holder of this Warrant at the address of the that Holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Stock Purchase Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a stock split, combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entitycorporation, or the sale of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that PLACEMENT AGENTS OPTION CERTIFICATE 44 the Holder holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, merger or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, merger or consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder registered holder of this Warrant at the address of the Holder that holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include be included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a stock split, combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entitycorporation, or the sale of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, merger or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, merger or consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder registered holder of this Warrant at the address of the Holder that holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of PLACEMENT AGENTS OPTION CERTIFICATE 52 this Warrant. When appropriate, that notice may be given in advance and include be included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a stock split, combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entity, or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person or entitycorporation, then, as a part of such reorganization, merger, consolidation merger or saleconsolidation, lawful provision shall be made so that the Holder holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, merger or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, merger or consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder of this Warrant after the reorganization, merger, consolidation, merger or sale consolidation to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder registered holder of this Warrant at the address of the Holder that holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include be included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entity, or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Warrant Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaidprepaid or electronic mail) to the Holder of this Warrant at the address of the Holder shown on the Company’s booksWarrant Register. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Warrant Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that such notice may be given in advance and include as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If Except as ---------------------------------------------------------- otherwise provided in Section 5(a)(vi), if at any time during the Warrant Term there shall be a capital reorganization of the Company’s 's Common Stock (other than a combination, reclassificationsubdivision, exchange, reclassification or subdivision exchange of shares provided for elsewhere abovein this Warrant) or merger or consolidation of the Company with or into another entitycorporation, or the sale of all or substantially all of the Company’s properties and 's assets as, to another corporation or substantially as, an entirety person (provided such event does not result in the termination of this Warrant pursuant to any other person or entity, Section 5) then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrant Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period periods specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger reorganization, merger, consolidation or consolidation, sale to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement and the Warrants with respect to the rights and interests of the Holder of this Warrant Holders after the such reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder of this Warrant at the address of the Holder shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this WarrantSection 11(c) shall similarly apply to any such successive reorganizations, mergers, consolidations or sales which satisfy the conditions set forth above.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entitycorporation, or the sale of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) five business days after making such adjustment, give written notice (by first class mail, postage prepaid) to the registered Holder of this Warrant at the address of the that Holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s Common Stock outstanding equity securities (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere abovein this Warrant) or merger or consolidation of the Company with or into another entity, corporation (other than a merger or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person or entity, thenconsolidation described in Section 2 hereof), as a part of such capital reorganization, merger, consolidation merger or saleconsolidation, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable Shares issuable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, merger or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or saleprior thereto. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the capital reorganization, merger, consolidation, merger or sale to the end consolidation such that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder of this Warrant at the address of the Holder shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrantparagraph shall similarly apply to successive capital reorganizations, mergers or consolidations.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be is a capital reorganization of the Company’s Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) in this Warrant), or a merger or consolidation of the Company with or into another corporation or other such entity, or the sale of all or substantially all of the Company’s properties and assets as, or substantially as, an entirety to any other person or entityanother person, then, as a part of such reorganization, merger, consolidation consolidation, or sale, lawful the Company shall give the Warrant Holder at least thirty (30) days’ prior notice of such event. Warrant Holder shall have the right to exercise this Warrant in whole or part, pursuant to the terms hereof, prior to such event. If Warrant Holder does not exercise this Warrant in full prior to such event, then the Warrant Holder’s rights hereunder shall cease and be of no further force or effect, unless, in the sole discretion of the Board of Directors of the Company, provision shall be is made so that the Holder of this Warrant shall thereafter be entitled to receive upon on exercise of this Warrant, during the period specified in this Warrant and upon on payment of the Warrant Exercise Share Price then in effect, the number of shares of Common Stock stock or other securities or property of the Company, or of the successor entity company resulting from such merger or consolidation, to which a holder Holder of the Common Stock deliverable upon on exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale on that event if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or saleevent. In any such case, appropriate adjustment (adjustment, as determined in good faith by the Company’s Board of Directors) , shall be made in the application of the provisions of applying this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (Warrant, including adjustment of the Warrant Exercise Share Price then in effect and number of Shares shares purchasable upon on exercise of this Warrant) , shall be applicable after that event, as near as reasonably may be, in relation to any shares Shares or other property deliverable after that event upon on exercise of this Warrant. The Company shall, shall within thirty (30) days after making such adjustment, give written notice (notice, by first class mail, postage prepaid) , to the registered Holder of this Warrant at the address of the Holder that Holder, as shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and shall specify the Warrant Exercise Share Price then in effect after the adjustment and the increased or decreased number of purchasable Shares or the other shares or property purchasable upon on exercise of this Warrant. When appropriate, that advance notice may be given in advance and include included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of involving the Company’s Common Stock (other than a stock split, combination, reclassification, exchange, or subdivision of shares provided for elsewhere in Sections 4.1 and 4.2 above) or a merger or consolidation of the Company with or into another entitycorporation, or the sale of all or substantially all of the Company’s properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during in accordance with the period specified terms hereof, in this Warrant and upon payment lieu of the Warrant Exercise Price then in effectShares that Holder would have become entitled to purchase but for such event, the number of shares of Common Stock or such other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidationevent, to which a holder of the Common Stock deliverable upon exercise of this Warrant Holder would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty shall provide Holder with at least twenty (3020) days after making such adjustment, give days’ prior written notice (by of any of the events described in the first class mail, postage prepaid) to the Holder sentence of this Warrant at the address of the Holder shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this WarrantSection 4.3.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s Common Series A-1 Preferred Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entity, or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Series A-1 Preferred Stock or other securities or property of the Company, or of the successor entity resulting from such merger or consolidation, to which a holder of the Common Series A-1 Preferred Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Warrant Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaidprepaid or electronic mail) to the Holder of this Warrant at the address of the Holder shown on the Company’s booksWarrant Register. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Warrant Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that such notice may be given in advance and include as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere aboveas described in Sections 4.1 or 4.2) or merger or consolidation of the Company with or into another entity, or the sale of the Company’s properties and assets as, or substantially as, an entirety to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder of this Warrant at the address of the Holder shown on the Company’s books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Company’s 's Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another entitycorporation, or the sale of the Company’s 's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company, or of the successor entity corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s 's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the registered Holder of this Warrant at the address of the that Holder shown on the Company’s 's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, calculated and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include included as part of the notice required under other provisions of this Warrant.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be (i) a capital recapitalization or reorganization of the Company’s Common Stock (other than a combination, reclassification, exchangeAssociation's capital structure involving, or subdivision of shares provided for elsewhere aboveaffecting the book value or voting rights of, the Shares or (ii) or a merger or consolidation of the Company Association with or into another entitycorporation, or (iii) the sale of the Company’s Association's properties and assets as, or substantially as, an entirety to any other person or entity(each of the occurrences in (i), (ii) and (iii) referred to herein as an "Event"), then, as a part of such reorganization, merger, consolidation or saleEvent, lawful provision shall be made so that the Holder of this Warrant Warrantholder shall thereafter be entitled to receive receive, upon exercise of the Warrant evidenced by this Warrant, during Certificate prior to the period specified in this Warrant Expiration Date and upon payment of the Warrant Exercise Price then in effectPrice, the number of shares of Common Stock Warrant Shares or other securities or property of the CompanyAssociation, or of the successor entity corporation resulting from such merger or consolidationEvent, to which a holder of the Common Stock deliverable upon exercise of this Warrant such Warrantholder would have been entitled in such capital reorganization, merger, or consolidation or sale Event if this the Warrant evidenced hereby had been exercised and the corresponding Warrant Shares issued immediately before that capital reorganization, merger, consolidation, or salesuch Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Association's Board of Directors) shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests of the Holder of this Warrant Warrantholder after the reorganizationany such Event, merger, consolidation, or sale to the end such that the provisions of this Warrant Section 4 (including adjustment of the Warrant Exercise Price then in effect and the number of Warrant Shares purchasable upon exercise of this the Warrant) shall be applicable after that eventsuch Event, as near as reasonably may be, in relation to any shares Warrant Shares, other securities or other property deliverable after that event Event upon exercise of this the Warrant. The Company Association shall, within thirty (30) days after making such adjustment, give written notice (by first class certified mail, postage prepaid) to the Holder registered holder of this Warrant Certificate at the address of the Holder that holder shown on the Company’s Association's books. That notice shall set forth, in reasonable detail, the event Event requiring the adjustment and the method by which the adjustment was calculated, and specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Warrant Shares or the other shares or property purchasable upon exercise of this Warrantthe Warrant evidenced hereby. When appropriate, that notice may be given in advance and include be included as part of the notice required under other provisions of this Warranthereof.