Common use of Treatment of Warrant upon a Change of Control Clause in Contracts

Treatment of Warrant upon a Change of Control. If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant (in whole at any time or in part from time to time), the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon such exercise of this Warrant (the “Alternate Consideration”). The Company shall not affect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. Notwithstanding the foregoing, in the event of a Change of Control in which the aggregate consideration to the Holders as a result of its Warrant Shares would be less than $15,000,000, at the request of the Holder delivered before the ninetieth (90th) day after the consummation of such Change of Control, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Change of Control), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of such Change of Control.

Treatment of Warrant upon a Change of Control. If, at any time while this Warrant is outstanding, In the Company consummates event of a Change of Control, then if this Warrant is outstanding immediately prior to such Change of Control then, at the option of the Holder, notice of which option elected by the Holder must be provided to the Company at least fifteen (15) days prior to the consummation of the Change of Control, (A) Holder shall have the right thereafter to receive, upon exercise of this Warrant (in whole at any time or in part from time to time)Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon such exercise in full of this Warrant (less the aggregate applicable Exercise Price plus the distributions that the Holder is entitled to receive pursuant to Section 6 (if any)) or (B) the Company shall request that (I) the acquirer of the Company, (II) the successor or surviving entity or (III) the parent entity of the acquirer of the Company, in each case in connection with a Change of Control (each, the “Alternate ConsiderationAcquirer”) assume this Warrant in connection therewith. In the event of a Change of Control as set forth in Section 6(e)(A), the Company shall promptly, but no later than three (3) Business Days after the consummation of the applicable Change of Control, pay or deliver to the Holder the securities, cash or property contemplated in Section 6(e)(A). The Company shall not affect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity Acquirer shall assume the obligation to either (i) deliver to the Holder Holder, such Alternate Consideration securities, cash or other property as, in accordance with the foregoing provisionsprovisions set forth in Section 6(e)(A), the Holder may be entitled to receivepurchase or (ii) shall agree to assume the Warrant as set forth in Section 6(e)(B). If the Acquirer assumes this Warrant as set forth in Section 6(e)(B), then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the other obligations under this Warrant. Notwithstanding the foregoing, in the event of a Change of Control in which the aggregate consideration to the Holders as a result of its Warrant Shares would be less than $15,000,000, at the request issuable upon exercise of the Holder delivered before the ninetieth (90th) day after the consummation of such Change of Control, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Change of Control), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant as if such Warrant Shares were outstanding on the record date of such for the Change of ControlControl and subsequent closing.

Treatment of Warrant upon a Change of Control. (i) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then the Holder a holder shall have the right thereafter to receive, upon exercise of this Warrant (in whole at any time or in part from time to time)Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon such exercise in full of this Warrant (the “Alternate Consideration”). If the holders of Common Stock are given any choice as to the securities, cash or property to be received in a Change of Control, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant. The Company shall not affect effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity (the “Successor Entity”) shall (i) assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase, and the other obligations under this Warrant. Notwithstanding , and (ii) issue to the foregoing, Holder a new warrant substantially in the event of a Change of Control in which the aggregate consideration to the Holders as a result of its Warrant Shares would be less than $15,000,000, at the request of the Holder delivered before the ninetieth (90th) day after the consummation of such Change of Control, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Change of Control), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion form of this Warrant on and consistent with the date of such Change of Controlforegoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.

Treatment of Warrant upon a Change of Control. (i) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then the Holder a holder shall have the right thereafter to receive, upon exercise of this Warrant (in whole at any time or in part from time to time)Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon such exercise in full of this Warrant (the “Alternate Consideration”). If the holders of Common Stock are given any choice as to the securities, cash or property to be received in a Change of Control, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant. The Company shall not affect effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity (the “Successor Entity”) shall (i) assume the obligation to deliver to the Holder holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder holder may be entitled to receivepurchase, and the other obligations under this Warrant. Notwithstanding , and (ii) issue to the foregoing, Holder a new warrant substantially in the event of a Change of Control in which the aggregate consideration to the Holders as a result of its Warrant Shares would be less than $15,000,000, at the request of the Holder delivered before the ninetieth (90th) day after the consummation of such Change of Control, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Change of Control), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion form of this Warrant on and consistent with the date of such Change of Controlforegoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.