Common use of Reverse Merger Clause in Contracts

Reverse Merger. The Company shall not consummate any Reverse Merger unless, as a condition to such Reverse Merger, the Acquiring Person unconditionally Guarantees all of the Agreement Obligations and assumes all of the Company’s Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents, and agrees to perform the obligations applicable to the “Company Group” under Section 3.2(c) and Section 3.8 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement (as defined in the Note Purchase Agreement), pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative and references in such applicable sections of this Agreement relating to the Conversion Obligations and Change of Control Conversion Obligations (including for purposes of clause (ii)(B)(2) of the definition of Conversion Rate and the proviso thereto) to “the Company” shall refer to “the Acquiring Person”, mutatis mutandis, and any references to the “Common Stock” shall instead be references to the Reference Property into which the Common Stock is converted into, or exchanged for in such Reverse Merger (which shall be the common stock of the Acquiring Person in the Specified Transaction). For the avoidance of doubt, the Specified Transaction shall be deemed to have been in full compliance with this Section 11.03. ARTICLE 12 [INTENTIONALLY OMITTED] ARTICLE 13

Reverse Merger. The Company shall not consummate any Reverse Merger unless, as a condition to such Reverse Merger, the Acquiring Person unconditionally Guarantees all of the Agreement Obligations and assumes all of the Company’s Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents, and agrees to perform the obligations applicable to the “Company Group” under Section 3.2(c) and Section 3.8 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement (as defined in the Note Purchase Agreement), pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative and references in such applicable sections of this Agreement relating to the Conversion Obligations and Change of Control Conversion Obligations (including for purposes of clause (ii)(B)(2) of the definition of Conversion Rate and the proviso thereto) to “the Company” shall refer to “the Acquiring Person”, mutatis mutandis, and any references to the “Common Stock” shall instead be references to the Reference Property into which the Common Stock is converted into, or exchanged for in such Reverse Merger (which shall be the common stock of the Acquiring Person in the Specified Transaction). For the avoidance of doubt, the Specified Transaction shall be deemed to have been in full compliance with this Section 11.03. ARTICLE 12 [INTENTIONALLY OMITTED] ARTICLE 13.

Reverse Merger. The Company shall not consummate any Reverse Merger unless, as a condition to such Reverse Merger, the Acquiring Person unconditionally Guarantees all of the Agreement Company’s Obligations and assumes all of the Company’s Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents, and agrees to perform the obligations applicable to the “Company Group” under Section 3.2(c) and Section 3.8 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement (as defined in the Note Purchase Agreement), pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative and references in such applicable sections of this Agreement relating to the Conversion Obligations and Change of Control Conversion Obligations (including for purposes of clause (ii)(B)(2) of the definition of Conversion Rate and the proviso thereto) to “the Company” shall refer to “the Acquiring Person”, mutatis mutandis, and any references to the “Common Stock” shall instead be references to the Reference Property into which the Common Stock is converted into, or exchanged for in such Reverse Merger (which shall be the common stock of the Acquiring Person in the Specified Transaction). For the avoidance of doubt, the Specified Transaction shall be deemed to have been in full compliance with this Section 11.03. ARTICLE 12 [INTENTIONALLY OMITTED] ARTICLE 13.