Common use of Reorganization or Reclassification Clause in Contracts

Reorganization or Reclassification. 3.1.2.1 In case of any capital reorganization or any reclassification of the capital stock of the Company (whether pursuant to a merger or consolidation, sale of substantially all of the assets or otherwise, but excepting (i) the formation of a holding company owning all of the outstanding Common Stock of the Company following such formation and (ii) a change in the Company’s jurisdiction of organization), the successor or purchasing corporation shall have the right to assume the Warrants, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for the number of shares of stock or other securities or property receivable upon such capital reorganization or reclassification of capital stock, as the case may be, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to such capital reorganization or reclassification of capital stock; and, in any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered Holder of any Warrant to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyances.

Reorganization or Reclassification. 3.1.2.1 In case of any capital reorganization reorganization, or of any reclassification of the capital stock of the Company (whether pursuant other than a change in par value or from par value to no par value or from no par value to par value or as a result of a split-up or combination), or any consolidation or merger of the Company with another corporation, or consolidation, the sale of all or substantially all of the assets or otherwise, but excepting (i) the formation of a holding company owning all of the outstanding Common Stock of the Company following such formation and (ii) shall be effected in a change manner by which the holders of Common Stock shall be entitled to securities or assets with respect to or in the Company’s jurisdiction of organization)exchange for Common Stock, the successor or purchasing corporation shall have the right to assume the Warrantsthen this Warrant shall, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for capital reorganization, reclassification of capital stock, merger or sale of assets, entitle the Holder hereof to purchase the kind and number of shares of stock or other securities or property receivable of the Company, or of the corporation resulting from such consolidation to which the Holder hereof would have been entitled if it had held the Common Stock issuable upon the exercise hereof immediately prior to such capital reorganization or reorganization, reclassification of capital stock, as the case may beconsolidation, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to merger or sale. The Company shall not effect any such capital reorganization or reorganization, reclassification of capital stock; and, consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the Holder hereof at the last address of such Holder appearing on the books of the Company, (i) assume the obligation to deliver to such Holder such shares of stock, securities or assets as, in any caseaccordance with the foregoing provisions, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered such Holder of any Warrant to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable entitled to purchase, and (ii) agree to be bound by all the adjustments provided for in this Section 3. The provisions terms of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyancesWarrant.

Reorganization or Reclassification. 3.1.2.1 In case of any capital reorganization reorganization, or of any reclassification of the capital stock stock, of the Company (whether pursuant other than a change in par value or from par value to a no par value or from no par value to par value), or any consolidation or merger of the Company with another corporation or consolidationother entity, or the sale of all or substantially all of the assets or otherwise, but excepting (i) the formation of a holding company owning all of the outstanding Common Stock of the Company following such formation and shall be effected in a manner by which the holders of Common Stock shall be entitled (iieither directly or upon subsequent liquidation) a change to securities or assets with respect to or in the Company’s jurisdiction of organization)exchange for Common Stock, the successor or purchasing corporation shall have the right to assume the Warrantsthen this Warrant shall, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for capital reorganization, reclassification of capital stock, merger or sale of assets, entitle the Holder hereof to purchase the kind and number of shares of stock or other securities or property receivable of the Company, or of the corporation resulting from such consolidation to which the Holder hereof would have been entitled if it had held the Common Stock issuable upon the exercise hereof immediately prior to such capital reorganization or reorganization, reclassification of capital stock, as the case may beconsolidation, by a holder merger or sale of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to assets. The Company shall not effect any such capital reorganization or reorganization, reclassification of capital stock; and, consolidation, merger or sale of assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the Holder hereof at the last address of such Holder appearing on the books of the Company, (i) assume the obligation to deliver to such Holder such shares of stock, securities or assets as, in any caseaccordance with the foregoing provisions, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered such Holder of any Warrant to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable entitled to purchase, and (ii) agree to be bound by all the adjustments provided for in this Section 3. The provisions terms of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyancesWarrant.

Reorganization or Reclassification. 3.1.2.1 In case of If any capital reorganization or any reclassification of the capital stock of the Company (whether pursuant to corporation shall be effected in such a merger or consolidation, sale way that holders of substantially all of the assets or otherwise, but excepting (i) the formation of a holding company owning all of the outstanding Common Stock shall be entitled to received stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of the Company following such formation reorganization or reclassification, lawful and (ii) a change in the Company’s jurisdiction adequate provisions shall be made whereby each holder of organization), the successor or purchasing corporation Series A-1 Preferred Stock and Series A-2 Preferred Stock shall thereupon have the right to assume receive, upon the Warrants, basis and upon the terms and conditions specified herein and in lieu of Common Stock immediately therefore receivable upon the conversion of shares of the shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock, as applicable, such event would execute an agreement shares of stock, securities or assets as may be issued or payable with the Company providing that after respect to or in exchange for a number of outstanding shares of such transaction each Warrant would thereafter be exercisable for Common Stock equal to the number of shares of stock or other securities or property such Common Stock immediately theretofore receivable upon such capital conversion had such reorganization or reclassification of capital stocknot taken place, as the case may be, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to such capital reorganization or reclassification of capital stock; and, and in any case, such case appropriate adjustment provisions shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered Holder of any Warrant such holder to the end that the provisions set forth herein hereof (including without limitation provisions for adjustments of the Applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyancessuch conversion rights.

Reorganization or Reclassification. 3.1.2.1 In case the event of any capital reorganization reorganization, recapitalization or any reclassification of the capital stock of the Company (whether pursuant to or any transaction involving the transfer of a merger or consolidation, sale of substantially all 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, securities, or other assets or otherwiseproperty, but excepting in each case, at any time after the date hereof, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder hereof shall have the right to purchase and receive (i) the formation of a holding company owning all in lieu of the outstanding shares of the Common Stock of the Company following immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such formation and (ii) shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a change in the Company’s jurisdiction number of organization), the successor or purchasing corporation shall have the right outstanding shares of such Common Stock equal to assume the Warrants, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for the number of shares of stock or other securities or property such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any such capital reorganization or reclassification transaction, including successive events of capital stock, as the case may be, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to such capital reorganization or reclassification of capital stock; and, in any casenature, appropriate adjustment provision shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered Holder of any Warrant to the end such that the provisions set forth herein 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 thereafter be applicable, as nearly as reasonably may bepracticable, in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyanceshereof.

Reorganization or Reclassification. 3.1.2.1 In case of If any capital reorganization or any reclassification of the capital stock of the Company shall be effected in such a way (whether pursuant to a including, without limitation, by way of consolidation or merger or consolidation, a sale of all or substantially all its assets) that holders of common shares shall be entitled to receive stock, securities or assets with respect to or in exchange for common-non shares, then, as a condition of the assets reorganization or otherwisereclassification, but excepting (i) lawful and adequate provisions shall be made whereby the formation holder of a holding company owning all of the outstanding Common Stock of the Company following such formation and (ii) a change in the Company’s jurisdiction of organization), the successor or purchasing corporation this Warrant shall thereafter have the right to assume receive, in lieu of the Warrantscommon shares of the Company theretofore receivable upon the conversion of such shares, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of common shares equal to the number of common shares theretofore so receivable had the reorganization or reclassification not taken place, and in any such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for the number of shares of stock or other securities or property receivable upon such capital reorganization or reclassification of capital stock, as the case may be, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to such capital reorganization or reclassification of capital stock; and, in any case, appropriate adjustment provision shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered Holder of any Warrant holder to the end that the provisions set forth herein of this Section 3 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise of those conversion rights. In the Warrant. Such agreement shall provide for adjustmentsevent of a i-merger or consolidation of the Company as a result of which a greater or lesser number of common shares of the surviving corporation are issuable to holders of common shares of the Company outstanding immediately prior to the merger or consolidation, which the Purchase Price in effect immediately prior to the merger or consolidation shall be adjusted in the same manner as nearly equivalent as may be practicable to though there were a subdivision or combination of the adjustments provided for Outstanding common-non shares of the Company in this accordance with Section 3. The provisions of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyances3.2(a).

Reorganization or Reclassification. 3.1.2.1 In case of If at any capital time while there are Series B Warrants outstanding there shall be any reorganization or any reclassification of the capital stock Common Shares of the Company (whether pursuant to other than a merger subdivision or consolidationcombination of shares provided for in Section 5.1, sale of substantially all of the assets or otherwise, but excepting a Fundamental Transaction (i) the formation of a holding company owning all of the outstanding Common Stock of the Company following such formation and (ii) a change in the Company’s jurisdiction of organizationas defined below)), the successor or purchasing corporation Holder shall have the right to assume the Warrants, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for entitled to receive, upon exercise of its Series B Warrant(s) prior to the Expiration Date and upon payment of the Exercise Price, the number of shares of stock or other securities or property receivable upon of the Company resulting from such capital reorganization or reclassification of capital stockreclassification, as the case may be, by to which a holder of the number Common Shares, deliverable upon the exercise of shares of Common Stock into which the a Series B Warrant, would have been entitled upon such reorganization or reclassification if such Series B Warrant was exercisable had been exercised immediately prior to such capital reorganization or reclassification of capital stock; andreclassification, and in any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests interest thereafter of the Registered Holder of any Warrant to the end that the provisions set forth herein (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of a Series B Warrant) shall thereafter be applicable, as nearly near as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3exercise. The provisions of this Section 3.1.2.1 5.2 shall similarly apply to successive consolidationreorganizations, reclassifications, consolidations, mergers, sales sales, transfers, other dispositions or conveyances.similar transactions. Section 5.3

Reorganization or Reclassification. 3.1.2.1 In case of If any capital reorganization or any reclassification of the capital stock of the Company (whether pursuant Corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a merger condition of such reorganization or consolidationreclassification, sale of substantially all of the assets or otherwise, but excepting (i) the formation lawful and adequate provision shall be made whereby each holder of a holding company owning all share or shares of the outstanding Common Series A Convertible Preferred Stock of the Company following such formation and (ii) a change in the Company’s jurisdiction of organization), the successor or purchasing corporation shall thereupon have the right to assume receive, upon the Warrants, basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such event would execute an agreement share or shares of Series A Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with the Company providing that after respect to or in exchange for a number of outstanding shares of such transaction each Warrant would thereafter be exercisable for Common Stock equal to the number of shares of stock or other securities or property such Common Stock immediately theretofore receivable upon such capital conversion had such reorganization or reclassification of capital stocknot taken place, as the case may be, by a holder of the number of shares of Common Stock into which the Warrant was exercisable immediately prior to such capital reorganization or reclassification of capital stock; and, and in any case, such case appropriate adjustment provisions shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered Holder of any Warrant such holder to the end that the provisions set forth herein hereof (including, without limitation, provisions for adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3.1.2.1 shall similarly apply to successive consolidation, mergers, sales or conveyancessuch conversion rights.

Reorganization or Reclassification. 3.1.2.1 In case the event of (i) any capital reorganization reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any reclassification subsidiary) or change of the capital stock outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other assets (whether pursuant including cash) with respect to a merger or consolidation, in exchange for Common Stock or (iii) any sale of substantially all or conveyance of the assets or otherwise, but excepting (i) the formation of a holding company owning all of the outstanding Common Stock of the Company following such formation and as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other assets (iiincluding cash) a change with respect to or in exchange for Common Stock, then the Company’s jurisdiction of organization), Company or the successor or purchasing corporation shall have the right to assume the Warrants, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for the number of shares of stock or other securities or property receivable upon such capital reorganization or reclassification of capital stockcorporation, as the case may be, shall execute and deliver to the Holder upon surrender of this Warrant a supplemental warrant providing that the Holder shall have the right thereafter (until the expiration of this Warrant) to receive, upon full exercise of this Warrant, the kind and amount of shares of stock and/or other securities and/or property receivable upon such reclassification, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock into for which the this Warrant was exercisable might have been exercised immediately prior to such capital reorganization reclassification, consolidation, merger, combination, sale or reclassification of capital stock; and, in any case, appropriate adjustment shall be made conveyance. The supplemental warrant referred to in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Registered Holder of any Warrant to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant. Such agreement preceding sentence shall provide for adjustments, adjustments (without regard to limitations on the exercisability of this Warrant) which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 310. The provisions above provision of this Section 3.1.2.1 10(e) shall similarly apply to successive consolidation, consolidations or mergers, sales or conveyances.

Reorganization or Reclassification. 3.1.2.1 In case of If at any capital time while there are Series C Warrants outstanding there shall be any reorganization or any reclassification of the capital stock Common Shares of the Company (whether pursuant to other than a merger subdivision or consolidationcombination of shares provided for in Section 5.1, sale of substantially all of the assets or otherwise, but excepting a Fundamental Transaction (i) the formation of a holding company owning all of the outstanding Common Stock of the Company following such formation and (ii) a change in the Company’s jurisdiction of organizationas defined below)), the successor or purchasing corporation Holder shall have the right to assume the Warrants, and in such event would execute an agreement with the Company providing that after such transaction each Warrant would thereafter be exercisable for entitled to receive, upon exercise of its Series C Warrant(s) prior to the Expiration Date and upon payment of the Exercise Price, the number of shares of stock or other securities or property receivable upon of the Company resulting from such capital reorganization or reclassification of capital stockreclassification, as the case may be, by to which a holder of the number Common Shares, deliverable upon the exercise of shares of Common Stock into which the a Series C Warrant, would have been entitled upon such reorganization or reclassification if such Series C Warrant was exercisable had been exercised immediately prior to such capital reorganization or reclassification of capital stock; andreclassification, and in any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests interest thereafter of the Registered Holder of any Warrant to the end that the provisions set forth herein (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of a Series C Warrant) shall thereafter be applicable, as nearly near as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3exercise. The provisions of this Section 3.1.2.1 5.2 shall similarly apply to successive consolidationreorganizations, reclassifications, consolidations, mergers, sales sales, transfers, other dispositions or conveyancessimilar transactions.