Common use of Reorganizations Clause in Contracts

Reorganizations. In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)7(a) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the holder of this Warrant so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of the Warrants. Any such adjustment adjustments shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and Company, or any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder holder of any Warrant Certificate Warrants such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In If after the event date hereof the Company shall enter into any Reorganization (as hereinafter defined), then the Company shall use its reasonable best efforts to cause lawful provisions to be made, and duly executed documents evidencing the same from the Company or its successor to be delivered to the Holder, to structure the Reorganization in such a manner that upon consummation of the Reorganization, the Holder shall receive, in exchange for this Warrant, a new Warrant giving the Holder the right to receive, upon exercise of such new Warrant, shares in the surviving, acquiring or other successor entity (the “Successor Entity”) in accordance with the following sentence. The new warrant (x) shall be for a number and class of shares equal to the sum of (i) the number and class of shares (if any) of the Successor Entity which the Holder would have received as a result of or in connection with the Reorganization if the Holder had held at the time of the Reorganization the number of shares of Stock for which this Warrant is then exercisable and (ii) the number of shares of the Successor Entity of the same class described in clause (i) above (or, if there were no such shares issued in the Reorganization, then shares of the most widely held class of common stock of the Successor Entity) having an aggregate fair market value as of the closing of the Reorganization equal to the value of any capital reorganizationand all other consideration the Holder would have received as a result of or in connection with the Reorganization if the Holder had held at the time of the Reorganization the number of shares of Stock for which this Warrant is then exercisable, subject in each instance to adjustments as nearly equivalent as may be practicable to the adjustments provided for in Section 9 above (other than with respect to the Reorganization itself) and in this Section 10, (y) shall have an aggregate Purchase Price equal to the cases referred aggregate Purchase Price under this Warrant immediately prior to in the Reorganization (but the per-share Purchase Price shall be appropriately adjusted) and (z) shall otherwise have an expiration date and other terms identical to those of this Warrant. For the purposes of this Section 11(1)10, the term “Reorganization” shall mean (A) any consolidation or the consolidation, amalgamation, merger or other combination of the Company with or into another any other corporation (or other than entity or person, or any other corporate reorganization, as a result of which the stockholders of the Company immediately prior to such consolidation, amalgamation, merger or other combination in reorganization own, immediately following consummation of the consolidation or merger, less than fifty percent (50%) of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, less than fifty percent (50%) of the voting power of its parent); (B) any transaction or series of related transactions to which the Company is the continuing corporation and a party in which does not result in any reclassification excess of fifty percent (50%) of the outstanding Common Shares Company’s voting power is transferred; or the conversion of such outstanding Common Shares into shares of other stock (C) a sale, lease or other securities disposition of all or property)substantially all of the assets of the Company; provided, however, that a Reorganization shall not include (x) any consolidation or merger effected exclusively to change the domicile of the Company, or the sale, transfer (y) any transaction or conveyance series of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (transactions principally for bona fide equity financing purposes in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared cash is received by the Company or any successor thereto, between or indebtedness of the Company and any successor thereto, and shall is cancelled or converted or a combination thereof in consideration solely for all purposes hereof conclusively be deemed to be an appropriate adjustmentthe issuance of equity securities. The Company shall not effect any such Reorganization, unless upon or notify the Holder at least ten (10) business days prior to the consummation thereof closing of any proposed Reorganization. The Holder may elect to exercise this Warrant contingent upon the successor corporationclosing of a Reorganization. If the Reorganization does not close within sixty (60) days after notice, or if the Company any such contingent exercise shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsvoid.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1subsections 9(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale of all or conveyance substantially all of the property or assets of the Company as an entirety other than in the cases referred to in Subsections 9(a), (b) or substantially as an entirety (collectively c) hereof (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of shares of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder Holder, of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant Warrant, would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States and (ii) prior to or simultaneously with the consummation of stock such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in form and substance satisfactory to the Requisite Holders, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement. No non-cash distributions of Common Stock shall be made to a Regulated Holder or its Affiliate or transferee which would cause such Regulated Holder, Affiliate or transferee to be in violation of any Applicable Law.

Reorganizations. In the event case of any capital reorganization, --------------- other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In If any of the event following transactions (each, a "Special Transaction") occurs after the Effective Date; (i) a capital reorganization or reclassification of any the capital reorganizationstock of the Company, other than in the cases referred to in Section 11(1), (ii) a consolidation or the consolidation, amalgamation, merger or other combination of the Company with or and into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property)entity, or the sale, transfer (iii) a sale or conveyance of the property all or substantially all of the Company Company's assets, then, as an entirety or substantially as an entirety (collectively a condition of any such actions being hereinafter referred to as "Reorganizations")Special Transaction, there lawful and adequate provision shall be made whereby the Holder shall thereafter be deliverable have the right to purchase and receive, at any time after the consummation of such Special Transaction until the expiration of the Exercise Period, upon the basis and upon the terms and conditions specified herein, and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of any this Warrant (for the aggregate Exercise Price in lieu effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction with respect to or in exchange for a number of outstanding shares of New Common Stock equal to the number of Warrant Shares immediately theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable issuable upon the exercise of such Warrant would have been entitled upon such Reorganization if such this Warrant had been exercised such Special Transaction not taken place (pro rated in full immediately prior to such Reorganizationthe case of any partial exercises). In the event of connection with any ReorganizationSpecial Transaction, appropriate adjustment, as determined in good faith by the Company's Board of Directors, provision shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so the Holder to the end that the provisions set forth herein of this Warrant (including without limitation provisions for adjustment of the Exercise Price and the number of Warrant Shares issuable upon the exercise of the Warrant), shall thereafter be applicable, as nearly as possiblemay be, in relation to any shares of stock, other securities, cash or other property assets thereafter deliverable upon the exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentthis Warrant. The Company shall not effect any such Reorganization, Special Transaction unless upon or prior to or simultaneously with the consummation thereof closing the successor corporationentity (if other than the Company), if any, resulting from such consolidation or if merger or the Company shall be the surviving corporation in any entity acquiring such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by a written instrument executed and mailed by certified mail or delivered to the Holder at the address of the Holder appearing on the books of the Company, the obligation of the Company or such successor corporation to deliver to the such Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase assets as, in accordance with the foregoing provisions, such Holder has rights to purchase.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of the Representative's Warrants shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Representative's Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of the Representative's Warrants might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of the Representative's Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Representative's Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of the Representative's Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of the Representative's Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 10(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and consolidation which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety ) (collectively such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such ReorganizationReorganization (and assuming, for this purpose, that the Company were not entitled to settle all or any portion of exercised Warrants in cash as provided in Section 6 hereof). In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company’s Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not the issuer of the shares of stock or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of (i) any capital reorganization, --------------- other than in the cases referred to in Section 11(1)12(a) and (b) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or (ii) the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or (iii) the sale, transfer sale of all or conveyance substantially all of the property assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be --------------- deliverable upon exercise of any Warrant in accordance with the terms hereof (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if the Exercisability Date had occurred and such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation or other securities entity purchasing such assets shall expressly assume, by a supplemental warrant agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofWarrant Agent, then such issuer, shall assume by written instrument the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as in accordance with the foregoing provisions, such holder shall Holder may be entitled to purchase in accordance with the terms hereof upon the occurrence of the Exercisability Date, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein. The foregoing provisionsprovisions of this Section 12(i) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1), reorganization or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale of all or conveyance substantially all of the property or assets of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "ReorganizationsREORGANIZATIONS"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock stock, units, membership or partnership interests or other securities of or property to which a holder Holder of the number of Warrant Shares which that would otherwise have been deliverable upon the exercise of such Warrant Warrant, would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States and (ii) prior to or simultaneously with the consummation of stock such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in a form substantially similar hereto, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement. No non-cash distributions of Equity Securities shall be made to a Regulated Holder or its Affiliate or transferee which would cause such Regulated Holder, Affiliate or transferee to be in violation of any Applicable Law.

Reorganizations. In the event of any capital reorganization, reorganization or reclassification of outstanding shares of Class A Common Stock (other than in the cases referred to in Section 11(19(a) hereof), or the consolidationin case of any merger, amalgamation, merger consolidation or other corporate combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Class A Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the in case of any sale, transfer lease, exchange or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety (collectively such actions each of the foregoing being hereinafter referred to as "Reorganizations"a “Reorganization”), there shall thereafter be deliverable upon exercise of any Warrant the Warrants (in lieu of the number of Warrant Shares shares of Class A Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Class A Common Stock that would otherwise have been deliverable upon the exercise of such Warrant the Warrants would have been entitled upon such Reorganization if such Warrant the Warrants had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company’s Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of the Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, entity shall expressly assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Holder may be entitled to purchase, and all other obligations and liabilities under the Warrant. The foregoing provisions of this Section 9(j) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, reorganization or reclassification of the Capital Stock of the Company (other than in the cases referred to in Section 11(1Sections 8(a), (b), (c), (d) or (e) of this Section 8 other than a change in par value without a change in the consolidationnumber of shares), amalgamation, the consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or propertyproperty of any other Person), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock theretofore deliverable) the kind and number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporationPerson (if other than the Company) or the Person purchasing or leasing such assets or other appropriate Person shall expressly assume, by a supplemental Warrant Agreement or if other acknowledgment satisfactory to the Company shall be Holders executed and delivered to the surviving corporation in any Holders, the obligation to deliver to each such Reorganization and is not the issuer of the Holder such shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereofas, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of a Representative's Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Representative's Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of a Representative's Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Representative's Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of Units purchasable and receivable upon the exercise of the Representative's Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Representative's Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Representative's Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event each case of any capital reorganization, other than in the cases referred to in Section 11(1), a consolidation with or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the surviving or continuing corporation and which that does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the in case of any sale, transfer lease or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety or in the case of a distribution by the Company of its assets with respect to the Common Stock as a liquidating or partial liquidating dividend (collectively such actions being hereinafter collectively referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise or conversion of any this Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number kind and amount of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which that would otherwise have been deliverable upon the exercise of such Warrant or conversion hereof would have been entitled upon such Reorganization if such this Warrant had been exercised or converted in full immediately prior to before such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise or conversion of Warrantsthis Warrant. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by between the Company Company, or any successor thereto, between and the Company and any successor thereto, Holder and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall will not effect any such ReorganizationReorganization involving another person unless, unless upon or prior to the consummation thereof thereof, the successor corporation, person or if the Company shall be other person involved in the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall will assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsprovisions the Holder will be entitled to receive.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 11(a), (b), (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and consolidation which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of (i) any capital reorganization, other than in the cases referred to in Section 11(1)12(a) and (b) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or (ii) the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or (iii) the sale, transfer sale of all or conveyance substantially all of the property assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant in accordance with the terms hereof (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if the Exercisability Date had occurred and such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation or other securities entity purchasing such assets shall expressly assume, by a supplemental warrant agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofWarrant Agent, then such issuer, shall assume by written instrument the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as in accordance with the foregoing provisions, such holder shall Holder may be entitled to purchase in accordance with the terms hereof upon the occurrence of the Exercisability Date, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein. The foregoing provisionsprovisions of this Section 12(i) shall apply to successive Reorganization transactions.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of the Representatives' Warrants shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Representatives' Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of the Representatives' Warrants might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of the Representatives' Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Representatives' Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of the Representatives' Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of the Representatives' Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)5.01 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety ) (collectively such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or cash or other securities of or property to which a holder Holder (of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant Warrants) would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or cash or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, thereof then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, or cash or other securities or property as such holder Holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In If any of the event following transactions (each, a "Special Transaction") becomes effective: (i) a capital reorganization or reclassification of any the capital reorganizationstock of the Company, other than in the cases referred to in Section 11(1), (ii) a consolidation or the consolidation, amalgamation, merger or other combination of the Company with another entity or into another corporation (other than iii) a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property all or substantially all of the Company Company's assets, then, as an entirety or substantially as an entirety (collectively a condition of any such actions being hereinafter referred to as "Reorganizations")Special Transaction, there lawful and adequate provision shall be made whereby the Holder shall thereafter be deliverable have the right to purchase and receive, at any time after the consummation of such transaction until the expiration of the Exercise Period, upon exercise of any Warrant (the basis and upon the terms and conditions specified herein, and in lieu of the number of Warrant Option Shares immediately theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable issuable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised this Option for the aggregate Exercise Price in full effect immediately prior to such Reorganizationconsummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of Option Shares immediately theretofore issuable upon exercise in full of this Option had such Special Transaction not CLCORP01 Doc:229875_4 taken place (pro rated in the case of any partial exercises). In the event of connection with any ReorganizationSpecial Transaction, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall provision will be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so the Holder to the end that the provisions set forth herein shall of this Option (including without limitation provisions for adjustment of the Exercise Price and the number of Option Shares issuable upon the exercise of the Option), will thereafter be applicable, as nearly as possiblemay be, in relation to any shares of stock, other securities, cash or other property assets thereafter deliverable upon the exercise of Warrantsthis Option. Any The Company will not effect any Special Transaction unless prior to or simultaneously with the closing the successor entity (if other than the Company), if any, resulting from such adjustment consolidation or merger or the entity acquiring such assets assumes by a written instrument executed and mailed by certified mail or delivered to the Holder (which instrument shall be made by in form and set forth in a supplemental agreement prepared by substance reasonably satisfactory to Holder) at the address of the Holder appearing on the books of the Company, the obligation of the Company or any such successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the such Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase assets as, in accordance with the foregoing provisions, such Holder has rights to purchase.

Reorganizations. In the event case of any capital reorganization, --------------- other than in the cases referred to in Section 11(1)4.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant was fully exercisable and had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and Company, or any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, (or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer), shall assume by written instrument the obligation to deliver to the Holder holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In If after the event of date hereof the Company shall enter into any capital reorganization, other than in the cases referred to in Section 11(1Reorganization (as hereinafter defined), or the consolidationthen, amalgamation, merger or other combination of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion condition of such outstanding Common Shares into shares of other stock or other securities or property)Reorganization, or lawful provisions shall be made so that the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there Holder shall thereafter be deliverable have the right to purchase, at a total price not to exceed that payable upon the exercise of any this Warrant (in lieu of full, the number of Warrant Shares theretofore deliverable) the number kind and amount of shares of stock or Common Stock and other securities of and property to which receivable upon such Reorganization by a holder of the number of Warrant Shares shares of Common Stock which would otherwise might have been deliverable upon purchased by the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Holder immediately prior to such Reorganization. In the event that an offer is made to purchase all of the outstanding shares of Common Stock or all or substantially all of the assets of the Company, or the Company proposes to amalgamate or merge with another company, the Company shall have the right to require that in connection with, and subject to, the closing of any Reorganizationsuch transaction, the Holder shall accept in full substitution for this Warrant, an equivalent warrant of the successor or purchasing company, in which case this Warrant shall be canceled upon the issuance of such substituted warrant to the Holder. In any such case, appropriate adjustment, as determined in good faith by the Company's Board of Directors, adjustment shall be made in the application of the provisions herein set forth herein with respect to the rights and interests thereafter of Holders so the Holder, to the end that the provisions set forth herein in this Section 8 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property interests thereafter deliverable upon the exercise of this Warrant. For the purposes of this Section 8, the term “Reorganization” shall include without limitation any reclassification, capital reorganization or change of the shares of Common Stock (other than as such holder shall be entitled a result of a subdivision, combination or shares of Common Stock dividend provided for in Section 7 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change of the outstanding shares of Common Stock), or any sale or conveyance to purchase in accordance with another corporation or other business organization of all or substantially all of the foregoing provisionsassets of the Company.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 12(a), (b), (c) or (d) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder Holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall (i) expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder maybe entitled to purchase, and all other obligations and liabilities under this Agreement and (ii) enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Registration Rights Agreement of even date herewith. The foregoing provisions of this Section 12(k) shall apply to successive Reorganization transactions.

Reorganizations. In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's ’s Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of a Representatives' Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the Shares (or Other Securities) theretofore purchasable upon the exercise of the Representatives' Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of Shares (or Other Securities) which the holder of a Representatives' Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Representatives' Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of Shares purchasable and receivable upon the exercise of the Representatives' Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of Shares of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of lesser than the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentoutstanding Shares. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding Shares, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Representatives' Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Representatives' Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in subsections (a), (b), (c), (d), (e) or (f) of this Section 11(1)10, or the consolidation, amalgamation, consolidation or merger or other combination of the Company QES with or into another corporation entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company QES is the continuing corporation entity and which does not result in any reclassification of the outstanding units or shares of Common Shares Stock into units or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company QES as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares units or shares of Common Stock theretofore deliverable) the number of units or shares of stock or other securities of or property to which a holder of the number of Warrant Shares which units or shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board board of Directorsdirectors of QES (or its general partner), whose determination shall be described in a duly adopted resolution certified by QES’ (or its general partner’s) Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any units or shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company QES shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or entity (if the Company shall be the surviving corporation in any other than QES) resulting from such Reorganization and is not or the issuer of the shares of stock entity purchasing or leasing such assets or other securities appropriate entity shall expressly assume, by a supplemental Warrant Agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such units or shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)4.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant was fully exercisable and had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and Company, or any successor thereto, and the Warrant Agent and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder registered holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In If any of the event following transactions (each, a "Special Transaction") becomes effective: (i) a capital reorganization or reclassification of any the capital reorganizationstock of the Company, other than in the cases referred to in Section 11(1), (ii) a consolidation or the consolidation, amalgamation, merger or other combination of the Company with another entity or into another corporation (other than iii) a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property all or substantially all of the Company Company's assets, then, as an entirety or substantially as an entirety (collectively a condition of any such actions being hereinafter referred to as "Reorganizations")Special Transaction, there lawful and adequate provision shall be made whereby the Holder shall thereafter be deliverable have the right to purchase and receive, at any time after the consummation of such transaction until the expiration of the Exercise Period, upon exercise of any Warrant (the basis and upon the terms and conditions specified herein, and in lieu of the number of Warrant Option Shares immediately theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable issuable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised this Option for the aggregate Exercise Price in full effect immediately prior to such Reorganizationconsummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of Option Shares immediately theretofore issuable upon exercise in full of this Option had such Special Transaction not taken place (pro rated in the case of any partial exercises). In the event of connection with any ReorganizationSpecial Transaction, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall provision will be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so the Holder to the end that the provisions set forth herein shall of this Option (including without limitation provisions for adjustment of the Exercise CLCORP01 Doc: 229672_4 Price and the number of Option Shares issuable upon the exercise of the Option), will thereafter be applicable, as nearly as possiblemay be, in relation to any shares of stock, other securities, cash or other property assets thereafter deliverable upon the exercise of Warrantsthis Option. Any The Company will not effect any Special Transaction unless prior to or simultaneously with the closing the successor entity (if other than the Company), if any, resulting from such adjustment consolidation or merger or the entity acquiring such assets assumes by a written instrument executed and mailed by certified mail or delivered to the Holder (which instrument shall be made by in form and set forth in a supplemental agreement prepared by substance reasonably satisfactory to Holder) at the address of the Holder appearing on the books of the Company, the obligation of the Company or any such successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the such Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase assets as, in accordance with the foregoing provisions, such Holder has rights to purchase.

Reorganizations. In the event of any capital reorganization, reorganization or reclassification of outstanding shares of Class A Common Stock (other than in the cases referred to in Section 11(1Sections 9(a), (b) or (c) hereof), or the consolidationin case of any merger, amalgamation, merger consolidation or other corporate combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Class A Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety (collectively such actions each of the foregoing being hereinafter referred to as a "ReorganizationsReorganization"), there shall thereafter be deliverable upon exercise of any Warrant the Warrants (in lieu of the number of Warrant Shares shares of Class A Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Class A Common Stock that would otherwise have been deliverable upon the exercise of such Warrant the Warrants would have been entitled upon such Reorganization if such Warrant the Warrants had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of the Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, entity shall expressly assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Holder may be entitled to purchase, and all other obligations and liabilities under the Warrant. The foregoing provisions of this Section 9(k) shall apply to successive Reorganization transactions.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of an Underwriter Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Underwriter Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriter Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriter Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriter Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Underwriter Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Underwriter Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In If any of the event following transactions (each, a "Special Transaction") becomes effective: (i) a capital reorganization or reclassification of any the capital reorganizationstock of the Company, other than in the cases referred to in Section 11(1), (ii) a consolidation or the consolidation, amalgamation, merger or other combination of the Company with another entity or into another corporation (other than iii) a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property all or substantially all of the Company Company's assets, then, as an entirety or substantially as an entirety (collectively a condition of any such actions being hereinafter referred to as "Reorganizations")Special Transaction, there lawful and adequate provision shall be made whereby the Holder shall thereafter be deliverable have the right to acquire and receive, at any time after the consummation of such transaction until the expiration of the Exercise Period, upon exercise of any Warrant (the basis and upon the terms and conditions specified herein, and in lieu of the CEI Shares immediately theretofore issuable upon exercise of this CEI, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction with respect to or in exchange for a number of Warrant Shares theretofore deliverable) outstanding shares of Common Stock equal to the number of shares of stock or other securities of property to which a holder of the number of Warrant CEI Shares which would otherwise have been deliverable immediately theretofore issuable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to of this CEI had such ReorganizationSpecial Transaction not taken place (pro rated in the case of any partial exercises). In the event of connection with any ReorganizationSpecial Transaction, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall provision will be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so the Holder to the end that the provisions set forth herein shall of this CEI (including without limitation provisions for adjustment of the Exercise Price and the number of CEI Shares issuable upon the exercise of the CEI), will thereafter be applicable, as nearly as possiblemay be, in relation to any shares of stock, other securities, cash or other property assets thereafter deliverable upon the exercise of Warrantsthis CEI. Any The Company will not effect any Special Transaction unless prior to or simultaneously with the closing the successor entity (if other than the Company), if any, resulting from such adjustment consolidation or merger or the entity acquiring such assets assumes by a written instrument executed and mailed by certified mail or delivered to the Holder (which instrument shall be made by in form and set forth in a supplemental agreement prepared by substance reasonably satisfactory to Holder) at the address of the Holder appearing on the books of the Company, the obligation of the Company or any such successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the such Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase assets as, in accordance with the foregoing provisions, such Holder has rights to acquire.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)4.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or in the case of any sale, transfer lease or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter collectively referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Exchange Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock which would otherwise have been deliverable upon the exercise of such Exchange Warrant would have been entitled upon such Reorganization if such Exchange Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Exchange Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by between the Company Company, or any successor thereto, between and the Company and any successor thereto, Warrant Agent and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder registered holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions. In the event of sale, lease or conveyance or other transfer of all or substantially all of the assets of the Company as part of a plan for liquidation of the Company, all rights to exercise any Exchange Warrant shall terminate 30 days after the Company gives written notice to each registered holder of a Warrant Certificate that such sale or conveyance or other transfer has been consummated.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1subsections 9(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety other than in the cases referred to in Subsections 9(a), (collectively b) or (c) hereof (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Securities theretofore deliverable) the number of shares of stock or other securities of or property to which a holder holder, of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant Warrant, would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States and (ii) prior to or simultaneously with the consummation of stock such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in form and substance satisfactory to the Requisite Holders, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 9(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and consolidation which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety ) (collectively such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company’s Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not the issuer of the shares of stock or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in subsections (a), (b), (c), (d), (e) or (f) of this Section 11(1), or the consolidation, amalgamation, consolidation or merger or other combination of the Company DIMAC Holdings with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company DIMAC Holdings is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company DIMAC Holdings as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board board of Directorsdirectors of DIMAC Holdings, whose determination shall be described in a duly adopted resolution certified by DIMAC Holdings' Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company DIMAC Holdings shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if the Company shall be the surviving corporation in any other than DIMAC Holdings) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In If after the event date hereof the Company shall enter into any Reorganization (as hereinafter defined), then the Company shall use its reasonable best efforts to cause lawful provisions to be made, and duly executed documents evidencing the same from the Company or its successor to be delivered to the Holder, to structure the Reorganization in such a manner that upon consummation of the Reorganization, the Holder shall receive, in exchange for this Warrant, a new Warrant giving the Holder the right to receive, upon exercise of such new Warrant, shares in the surviving, acquiring or other successor entity (the “Successor Entity”) in accordance with the following sentence. The new warrant (x) shall be for a number and class of shares equal to the sum of (i) the number and class of shares (if any) of the Successor Entity which the Holder would have received as a result of or in connection with the Reorganization if the Holder had held at the time of the Reorganization the number of shares of Stock for which this Warrant is then exercisable and (ii) the number of shares of the Successor Entity of the same class described in clause (i) above (or, if there were no such shares issued in the Reorganization, then shares of the most widely held class of common stock of the Successor Entity) having an aggregate fair market value as of the closing of the Reorganization equal to the value of any capital reorganizationand all other consideration the Holder would have received as a result of or in connection with the Reorganization if the Holder had held at the time of the Reorganization the number of shares of Stock for which this Warrant is then exercisable, subject in each instance to adjustments as nearly equivalent as may be practicable to the adjustments provided for in Section 9 above (other than with respect to the Reorganization itself) and in this Section 10, (y) shall have an aggregate Purchase Price equal to the cases referred aggregate Purchase Price under this Warrant immediately prior to in the Reorganization (but the per-share Purchase Price shall be appropriately adjusted) and (z) shall otherwise have an expiration date and other terms identical to those of this Warrant. For the purposes of this Section 11(1)10, the term “Reorganization” shall mean (A) any consolidation or the consolidation, amalgamation, merger or other combination of the Company with or into another any other corporation (or other than entity or person, or any other corporate reorganization, as a result of which the stockholders of the Company immediately prior to such consolidation, amalgamation, merger or other combination in reorganization, own, immediately following consummation of the consolidation or merger, less than fifty percent (50%) of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, less than fifty percent (50%) of the voting power of its parent); (B) any transaction or series of related transactions to which the Company is the continuing corporation and a party in which does not result in any reclassification excess of fifty percent (50%) of the outstanding Common Shares Company’s voting power is transferred; or the conversion of such outstanding Common Shares into shares of other stock (C) a sale, lease or other securities disposition of all or property)substantially all of the assets of the Company; provided, however, that a Reorganization shall not include (x) any consolidation or merger effected exclusively to change the domicile of the Company, or the sale, transfer (y) any transaction or conveyance series of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (transactions principally for bona fide equity financing purposes in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared cash is received by the Company or any successor thereto, between or indebtedness of the Company and any successor thereto, and shall is cancelled or converted or a combination thereof in consideration solely for all purposes hereof conclusively be deemed to be an appropriate adjustmentthe issuance of equity securities. The Company shall not effect any such Reorganization, unless upon or notify the Holder at least ten (10) business days prior to the consummation thereof closing of any proposed Reorganization. The Holder may elect to exercise this Warrant contingent upon the successor corporationclosing of a Reorganization. If the Reorganization does not close within sixty (60) days after notice, or if the Company any such contingent exercise shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsvoid.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)7.1 hereto, or the consolidation, amalgamation, consolidation or merger or other combination of the Company SGI with or into another corporation entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company SGI is the continuing corporation entity and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company SGI as an entirety or substantially as an entirety (collectively such actions hereinafter being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any a Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as reasonably determined in good faith by a nationally recognized independent certified public accounting firm selected by SGI (who may be the Company's Board of Directorsregular auditors employed by SGI), shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Warrantholder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrantsthe Warrant. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company SGI shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporationentity, or if the Company SGI shall be the surviving corporation entity in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, issuer shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate Warrantholder such shares of stock, securities, cash or other property as such holder the Warrantholder shall be entitled to purchase in accordance with the foregoing provisions. No provision of this Warrant and no right or option granted or conferred hereunder shall in any way limit, affect or abridge the exercise by SGI of any of its corporate rights or powers to recapitalize, amend its Memorandum, reorganize, consolidate or merge with or into another corporation, or to transfer all or any part of its property or assets, or the exercise of any other of its corporate rights and powers.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination Reorganization in which the Company Common Stock is converted into or exchanged for or becomes the continuing corporation and which does not result in any reclassification right to receive cash, securities or other property (“Exchange Property”), then, following the effective time of such Reorganization, a Warrantholder’s right to receive Shares upon exercise of the outstanding Warrants evidenced by this Warrant Certificate shall be converted into the right to exercise such Warrants to acquire, with respect to each share of Common Shares or Stock that would have otherwise been deliverable hereunder, the conversion type and amount of Exchange Property that the holder of one Share would have been entitled to receive in such Reorganization (a “Unit of Exchange Property”); provided that if the Exchange Property consists solely of cash, on the effective date of such outstanding Reorganization, each Warrantholder shall receive, in respect of each Warrant it holds, at the same time and upon the same terms as holders of Common Shares into Stock receive the cash in exchange for their shares of other stock Common Stock, an amount of cash equal to the greater of (i) (x) the amount of cash that such Warrantholder would have received if such Warrantholder owned, as of the record date for such Reorganization, a number of shares of Common Stock equal to the Warrant Share Number in effect on such record date, minus (y) the Exercise Price multiplied by the Warrant Share Number and (ii) USD 0, and upon the Warrantholder’s receipt of such cash (if any) in respect of such Warrant, such Warrant shall be deemed to have been exercised in full and cancelled. With respect to any exercise of Warrants following the effective time of such Reorganization, the number of Units of Exchange Property 44 issuable upon exercise of a Warrant shall be calculated pursuant to Section 4; provided that, with respect to each Exercise Date and Valuation Day following such Reorganization, each reference in Section 4 to a “Share” or a “share of Common Stock” shall be deemed to refer to a Unit of Exchange Property. In the case of any Reorganization in which holders of Common Stock may make an election as between different types of Exchange Property, a Warrantholder shall be deemed to have elected to receive upon exercise of the Warrants (unless Majority Holders otherwise notify the Company), first, Voting Securities, second, cash, and third other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any Reorganization unless the Company first shall have made appropriate provision to ensure that applicable provisions of this Warrant Certificate (including, without limitation, the provisions of this Section 12) shall immediately after giving effect to such ReorganizationReorganization be assumed by and binding on the other party to the Reorganization (or the successor, unless parent company and/or issuer of such Exchange Property, as appropriate) and applicable to any Exchange Property deliverable upon or the exercise of Warrants, pursuant to a customary assumption agreement in form and substance reasonably satisfactory to Majority Holders. Any such assumption agreement shall also include any amendments to this Warrant Certificate necessary to effect the changes to the terms of the Warrants described in this Section 12(E) and preserve the intent of the provisions of this Warrant Certificate (including, without limitation, the adjustment provisions in this Section 12). The provisions of this Section 12(E) shall similarly apply to successive Reorganizations. The Company shall notify the Warrant Agent of any such proposed Reorganization reasonably prior to the consummation thereof so as to provide the successor corporationWarrantholders with a reasonable opportunity to confirm compliance with the terms hereof and, or if they elect, to exercise the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsterms and conditions hereof prior to consummation of the Reorganization, and the Company shall cause such notice to be sent or communicated to the Warrantholders and holders of a beneficial interest in a Global Warrant in the manner set forth in Section 19 hereof; provided that in the case of a transaction which requires notice to be given to the holders of Common Stock of the Company, the Warrant Agent and the Warrantholders shall be provided the same notice given to the holders of Common Stock of the Company.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 12(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property entity shall (i) expressly assume, by a supplement to be the Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein and (ii) enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Common Stock Registration Rights Agreement of even date herewith. The foregoing provisions of this Section 12(j) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1subsections 9(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale of all or conveyance substantially all of the property or assets of the Company as an entirety other than in the cases referred to in Subsections 9(a), (b) or substantially as an entirety (collectively c) hereof (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock stock, units, membership or partnership interests or other securities of or property to which a holder Holder of the number of Warrant Shares which that would otherwise have been deliverable upon the exercise of such Warrant Warrant, would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States and (ii) prior to or simultaneously with the consummation of stock such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in a form substantially similar hereto, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement. No non-cash distributions of Equity Securities shall be made to a Regulated Holder or its Affiliate or transferee which would cause such Regulated Holder, Affiliate or transferee to be in violation of any Applicable Law.

Reorganizations. In As a condition to any Reorganization, lawful and adequate provision shall be made so that immediately after such Reorganization, each Holder shall have the event of any capital reorganizationright to receive, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property each Underlying Share deemed to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of be held by such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Holder immediately prior to such Reorganization, such Shares, other securities or assets as may (by virtue of such Reorganization) be issued or payable with respect to or in exchange for a Share in connection with such Reorganization. In the event of any Reorganization, such case appropriate adjustment, as determined in good faith by the Company's Board of Directors, provisions shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so each Holder to the end that the provisions set forth herein of this Warrant shall thereafter be applicable, as nearly as possiblemay be, in relation to any shares Shares, other securities or other property thereafter deliverable assets obtainable upon exercise of Warrants. Any this Warrant after such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentReorganization. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation of such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be or any successor entity (if other than the surviving corporation in any Company) resulting from such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, transaction shall assume by written instrument executed and mailed or delivered to each Holder, the obligation to deliver to the such Holder of any Warrant Certificate such shares of stockShares, securitiesother securities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to receive. Notice of any proposed Reorganization shall be given by the Company to each Holder as promptly as possible after such Reorganization appears likely. The Company shall also notify each Holder promptly and in any event within 7 days of any adjustment required to be made pursuant to this ss.4. Following any Reorganization in which assets or securities other than Shares are obtainable upon exercise of this Warrant, the term "Underlying Shares" shall be deemed to include such other securities and assets.

Reorganizations. In the event case of any capital reorganizationReorganization, other than in following the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion effective time of such outstanding Common Reorganization, a Holder’s right to acquire Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu the Warrants shall be converted into the right to acquire, upon exercise of such Warrants, one Unit of Exchange Property with respect to each Share previously issuable upon exercise of the number Warrants; provided that if the Exchange Property consists solely of cash, on the effective date of such Reorganization, each Holder shall receive, in respect of each Warrant Shares theretofore deliverableit holds, at the same time and upon the same terms as holders of Common Stock receive the cash in exchange for their shares of Common Stock, an amount of cash equal to the greater of (i) (x) the amount of cash that such Holder would have received if such Holder owned, as of the record date for such Reorganization, a number of shares of stock or other securities Common Stock equal to the Warrant Share Number in effect on such record date, minus (y) the Exercise Price in effect on such record date multiplied by the Warrant Share Number in effect on such record date and (ii) $0, and upon the Company’s delivery of property such cash (if any) in respect of such Warrant, such Warrant shall be deemed to have been exercised in full and canceled. For the avoidance of doubt, if, in connection with any Reorganization in which a holder the Exchange Property is comprised of solely cash, the per share amount of cash received by holders of the number Common Stock is less than the Exercise Price, the Warrants shall be deemed to have expired for no consideration. In the case of Warrant Shares any Reorganization in which would otherwise holders of Common Stock may make an election as between different types of Exchange Property, a Holder shall be deemed to have been elected to receive upon exercise of the Warrants the weighted average of the types and amounts of consideration received by all holders of Common Stock. The Company shall not consummate any Reorganization unless the Company first shall have made appropriate provision to ensure that applicable provisions of this Agreement (including, without limitation, the applicable provisions of this Section 4.01) shall immediately after giving effect to such Reorganization be assumed by and binding on the other party to such Reorganization (or the surviving entity, successor, parent company and/or issuer of the Exchange Property, as appropriate) and applicable to any Exchange Property deliverable upon the exercise of Warrants, pursuant to a customary assumption agreement. Any such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised assumption agreement shall also include any amendments to this Agreement necessary to effect the changes to the terms of the Warrants described in full immediately prior to such Reorganization. In this Section ‎4.01(f) and preserve the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application intent of the provisions herein set forth with respect of this Agreement (including, without limitation, the adjustment provisions in this Section 4.01). The provisions of this Section ‎4.01(f) shall similarly apply to the rights and interests successive Reorganizations. The provisions of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possiblethis Section 4.01(f) are subject, in relation all cases, to any shares or other property thereafter deliverable upon exercise of Warrantsapplicable requirements under the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or Where there is any successor thereto, inconsistency between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer requirements of the shares Securities Act or the Exchange Act or the rules and regulations promulgated thereunder and the requirements of stock or other securities or property to be delivered to holders this Section 4.01(f), the requirements of Common Shares outstanding at the effective time thereof, then such issuer, Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionssupersede.

Reorganizations. In the event cash of any capital reorganization, other than in the cases referred to in Section 11(1Subsections 12(a), 12(b), 12(c) or 12(d), or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary and delivered to the Warrant Agent, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofWarrant Agent, then such issuer, shall assume by written instrument the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement. The foregoing provisions of this Subsection 12(k) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in reorganization of the cases referred to in Section 11(1)Company, or of any reclassification of the consolidationCommon Stock, amalgamation, or in case of the consolidation of the Company with or the merger or other combination of the Company with or into another corporation (any other than a consolidation, amalgamation, merger Person or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, lease or other transfer of all or conveyance substantially all of the property assets of the Company as an entirety to any other Person, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger, sale, lease or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations")other transfer, there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) exercisable for the number of shares of stock or other securities of or property to which a holder the Common Stock issuable (at the time of the number of Warrant Shares which would otherwise have been deliverable such capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer) upon the exercise of such this Warrant would have been entitled to receive upon such Reorganization capital reorganization, reclassification, consolidation, merger, sale, lease or other transfer if such Warrant exercise had been exercised taken place; and in full immediately prior to any such Reorganization. In the event of any Reorganizationcase, appropriate adjustmentif necessary, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth herein with respect to the rights and interests thereafter of Holders the holder of this Warrant shall be appropriately adjusted so that the provisions set forth herein shall thereafter as to be applicable, as nearly as possiblemay reasonably be, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders thereafter deliverable on the exercise of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder this Warrant. In case of any Warrant Certificate distribution by the Company of any security (including rights or warrants to subscribe for any such shares securities but excluding Common Stock and any securities referred to in Section 3.1(a)(ii) of stockthe Company, securitiesevidence of its indebtedness, cash or other property as assets to all of the holders of its Common Stock, then in each such holder case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to purchase in accordance receive such distribution. The subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not be deemed to be a reclassification of the foregoing provisionsCommon Stock of the Company for the purposes of this clause (vi).

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)4.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant was fully exercisable and had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and Company, or any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, (or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer), shall assume by written instrument the obligation to deliver to the Holder holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event case of (i) any capital reorganizationreorganization or reclassification, other than in the cases referred to in Section 11(1)9(a) hereof, or (ii) the consolidation, amalgamation, amalgamation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or shares of the conversion of such outstanding Common Shares Company's capital stock into shares of other stock or other securities or property), or (iii) the sale, transfer or conveyance sale of the property or assets of the Company as an entirety or substantially as an entirety entirety, or (collectively iv) any other transaction in which the Common Stock is changed into or exchanged for stock or securities of any other person, company or entity (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise (at the aggregate Exercise Price in effect at the time of the consummation of any such Reorganization for all Common Stock issuable upon such exercise immediately prior to the consummation of any such transaction) of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, applicable in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof thereof, (i) notice of such Reorganization shall be given to each of the Holders of the Warrants, (ii) the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at to, and reasonably satisfactory to, the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement and the Warrants and (iii) if the Company shall survive the consummation of such Reorganization, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Agreement or the Warrants.

Reorganizations. In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of case the Company with shall effect or enter into another corporation (other than any agreement or understanding to effect a consolidationReorganization and, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect pursuant to the rights and interests terms of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof shares of common stock of the successor corporationor acquiring Person, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring Person ("Other Property"), are to be delivered received by or distributed to the holders of Common Shares outstanding at Stock of the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase Company in accordance with such Reorganization, then each Holder shall have the right thereafter to receive, upon exercise of such Warrant, the number of shares of common stock of the successor or acquiring Person or of the Company, if it is the surviving entity, and Other Property receivable upon or as a result of such Reorganization transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event; provided, however, that if such Reorganization constitutes a Change of Control of the Company and the successor or acquiring Person is an NBC Competitor, the Exercise Price of each portion of this Warrant that is unexercisable as of the closing date of the transactions constituting such Change of Control shall be adjusted to represent the weighted average of the Exercise Prices (as the same may previously have been adjusted pursuant to this Article 3) of all portions of this Warrant that are unexercisable as of such date. The successor or acquiring Person in such Reorganization (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board) in order to provide for adjustments of shares of the Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article 3. For purposes of this Section 3.4 "common stock of the successor or acquiring Person" shall include stock of such Person of any class which is not preferred as to dividends or assets over any other class of stock of such Person and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisionsprovisions of this Section 3.4 shall similarly apply to successive Reorganizations.

Reorganizations. In the event case of any capital reorganization, reorganization (other than in the cases referred to in Section 11(1Sections 9(B), (C) or (D) hereof) or the consolidation, amalgamation, consolidation or merger or other combination of the Company FGC with or into another corporation entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company FGC is the continuing corporation and which does not result in any reclassification of the outstanding shares of FGC Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), ) or the sale, transfer sale of all or conveyance substantially all of the property of the Company as an entirety or substantially as an entirety FGC (collectively such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any FGC Warrant (in lieu of the number of Warrant Shares shares of FGC Common Stock theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which shares of FGC Common Stock would have otherwise have been deliverable upon the exercise of such FGC Warrant that the holder would have been entitled upon such Reorganization to if such FGC Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as reasonably determined in good faith by FGC and reasonably acceptable to the Company's Board of DirectorsHolder, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Holder so that the provisions set forth herein shall thereafter be applicable, as a nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrantsan FGC Warrant. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company FGC shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, entity (if other than FGC) resulting from such reorganization or if the Company shall be the surviving corporation in any entity purchasing or leasing such Reorganization and is not the issuer of the shares of stock assets or other securities appropriate corporation or property entity shall assume, by a supplemental warrant agreement in form reasonably acceptable to be delivered to holders of Common Shares outstanding at the effective time thereofHolder, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stocksecurities or assets as, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Holder may be entitled to receive, and all other obligations under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)Sections 4.2, 4.3, 4.4, 4.5 or 4.6 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of all of the property assets or substantially all of the assets of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the amount of cash, the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such cash, such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, reorganization (other than in the cases referred to in Section 11(1Sections 9(B), (C) or (D) hereof) or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Common Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Common Shares which that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as reasonably determined in good faith by the Company's Board of DirectorsCompany and reasonably acceptable to the Holders, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders each Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, entity (if other than the Company) resulting from such reorganization or if the Company shall be the surviving corporation in any entity purchasing or leasing such Reorganization and is not the issuer of the shares of stock assets or other securities appropriate corporation or property entity shall assume, by a supplemental Warrant Agreement in form reasonably acceptable to be delivered to holders of Common Shares outstanding at the effective time thereofHolders, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate Holders such shares of stocksecurities or assets as, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Holders may be entitled to receive, and all other obligations under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in subsection (a) of this Section 11(1)2, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other capital stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any this Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of other capital stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant Registered Holder would have been entitled upon such Reorganization if such this Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as reasonably determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Registered Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares of other capital stock or other securities or property thereafter deliverable upon exercise of Warrantsthis Warrant. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by Subject to Section 1(f), the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization or the corporation purchasing or leasing such assets or other appropriate corporation or entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgement executed and is not delivered to the issuer of Registered Holder, the obligation to deliver to the Registered Holder such shares of other capital stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereofas, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Registered Holder may be entitled to purchase, and all other obligations and liabilities under this Warrant.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or in the case of any sale, transfer lease or conveyance of another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter collectively referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter there- after be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by between the Company Company, or any successor thereto, between and the Company and any successor thereto, Warrant Agent and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder registered holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions. In the event of sale, lease or conveyance or other transfer of all or substantially all of the assets of the Company as part of a plan for liquidation of the Company, all rights to exercise any Warrant shall terminate 30 days after the Company gives written notice to each registered holder of a Warrant Certificate that such sale or conveyance or other transfer has been consummated.

Reorganizations. In the event case of any capital reorganization, reorganization or reclassification of the Capital Stock of the Company (other than in the cases referred to in Section 11(18(a), (b), (c), (d) or (e) of this Section 8 other than a change in par value without a change in the consolidationnumber of shares), amalgamation, the consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or propertyproperty of any other Person), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "“Reorganizations"”), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock theretofore deliverable) the kind and number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company’s Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporationPerson (if other than the Company) or the Person purchasing or leasing such assets or other appropriate Person shall expressly assume, by a supplemental Warrant Agreement or if other acknowledgment satisfactory to the Company shall be Holders executed and delivered to the surviving corporation in any Holders, the obligation to deliver to each such Reorganization and is not the issuer of the Holder such shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereofas, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In Mergers. Consolidations or Sale of Assets. If at any time or from time to time while this Warrant is outstanding and unexpired there shall be a capital reorganization of the event of any capital reorganization, Company’s Common Stock (other than a combination, subdivision, reclassification or change of shares provided for elsewhere in the cases referred to in Section 11(1), this Warrant) or the consolidation, amalgamation, merger or other combination consolidation of the Company with or into another corporation (other than a consolidationentity, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification sale of all or substantially all of the outstanding Common Shares or the conversion Company’s assets to another corporation then, as a part of such outstanding Common Shares into reorganization, merger, consolidation or sale, lawful provision shall be made so that the Registered Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the Exercise Period and upon payment of the Exercise Price then in effect, the number and type of shares of other stock or stock, other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable Common Stock issuable upon the exercise of such this Warrant would have been entitled upon in such Reorganization reorganization, merger, consolidation or sale if such this Warrant had been exercised in full immediately prior to such Reorganizationbefore that reorganization, merger, consolidation or sale. In the event of any Reorganizationsuch case, appropriate adjustment, as determined in good faith by the Company's Board of Directors, adjustment shall be made in the application of the provisions herein set forth of this Warrant with respect to the rights and interests of Holders the Registered Holder after such reorganization, merger, consolidation or sale so that the provisions set forth herein of this Warrant (including adjustment of the Exercise Price and the number of shares purchasable upon exercise) shall thereafter be applicable, as nearly as possible, applicable in relation to any shares or other property thereafter deliverable after such event upon exercise of Warrantsthis Warrant. Any such adjustment This provision shall be made by and set forth in a supplemental agreement prepared by the Company apply to any successive reorganization, merger, consolidation or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionssale.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 12(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "ReorganizationsREORGANIZATIONS"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall (i) expressly assume, by a supplemental warrant agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein and (ii) enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Registration Rights Agreement. The foregoing provisions of this Section 12(j) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 12(a), (b), (c) or (d) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall (i) expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement and (ii) enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Registration Rights and Stockholders Agreement of even date herewith. The foregoing provisions of this Section 12(j) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganizationReorganization, other than a Reorganization that results in a Termination Event (as defined in the cases referred to in Section 11(1Unit Agreement), or following the consolidationeffective time of such Reorganization, amalgamation, merger or other combination a Holder’s right to acquire Shares upon exercise of the Company Warrants shall be converted into the right to acquire, upon exercise of such Warrants, one Unit of Exchange Property with respect to each Share for which one Warrant was previously exercisable. With respect to any exercise of Warrants following the effective time of such Reorganization, the number of Units of Exchange Property issuable upon exercise of a Warrant shall be calculated pursuant to Article III; provided that, with respect to each Exercise Date following such Reorganization, each reference in Article III to a “share” or into another corporation a “Common Share” shall be deemed to refer to a Unit of Exchange Property; provided, further that if the Exchange Property consists solely of cash, on the effective date of such Reorganization, each Holder shall receive, in respect of each Warrant it holds, at the same time and upon the same terms as holders of Common Shares receive the cash in exchange for their Common Shares, an amount of cash equal to the greater of (other than i) (x) the amount of cash that such Holder would have received if such Holder owned, as of the record date for such Reorganization, a consolidationnumber of Common Shares equal to the Warrant Share Number in effect on such record date, amalgamationminus (y) the Exercise Price in effect on such record date, merger or other combination multiplied by the Warrant 38 Share Number in effect on such record date and (ii) $0, and upon the Company’s delivery of such cash (if any) in respect of such Warrant, such Warrant shall be deemed to have been exercised in full and canceled. For the avoidance of doubt, if, in connection with any Reorganization in which the Company Exchange Property is comprised of solely cash, the continuing corporation and which does not result in any reclassification per share amount of cash received by holders of the outstanding Common Shares or is less than the conversion Exercise Price, the Warrants shall be deemed to have expired for no consideration. In the case of such outstanding any Reorganization in which holders of Common Shares into shares may make an election as between different types of other stock or other securities or propertyExchange Property, Holders shall be deemed to have elected (unless a majority of Holders, determined pursuant to Section 6.02(c), or the sale, transfer or conveyance of the property of otherwise notify the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred prior to as "Reorganizations"), there shall thereafter be deliverable the deadline for elections applicable to holders of Common Shares) to receive upon exercise of any Warrant (in lieu the Warrants the weighted average of the number types and amounts of Warrant Shares theretofore deliverableconsideration actually received by the holders of Common Shares. The Company shall not consummate any Reorganization unless the Company first shall have made appropriate provision to ensure that applicable provisions of this Agreement (including, without limitation, the applicable provisions of this Section 4.01) shall immediately after giving effect to such Reorganization be assumed by and binding on the number of shares of stock other party to such Reorganization (or other securities of property to which a holder the surviving entity, successor, parent company and/or issuer of the number of Warrant Shares which would otherwise have been Exchange Property, as appropriate) and applicable to any Exchange Property deliverable upon the exercise of Warrants, pursuant to a customary assumption agreement. Any such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised assumption agreement shall also include any amendments to this Agreement necessary to effect the changes to the terms of the Warrants described in full immediately prior to such Reorganization. In this Section 4.01(f) and preserve the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application intent of the provisions herein set forth with respect of this Agreement (including, without limitation, the adjustment provisions in this Section 4.01). The provisions of this Section 4.01(f) shall similarly apply to the rights and interests successive Reorganizations. The provisions of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possiblethis Section 4.01(f) are subject, in relation all cases, to any shares or other property thereafter deliverable upon exercise of Warrantsapplicable requirements under the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or Where there is any successor thereto, inconsistency between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer requirements of the shares Securities Act or the Exchange Act or the rules and regulations promulgated thereunder and the requirements of stock or other securities or property to be delivered to holders this Section 4.01(f), the requirements of Common Shares outstanding at the effective time thereof, then such issuer, Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionssupersede.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1), consolidation or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety ) (collectively such actions being hereinafter collectively referred to as "ReorganizationsMergers"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization Merger if such Warrant had been exercised in full immediately prior to such ReorganizationMerger. In the event case of any ReorganizationMerger, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by between the Company Company, or any successor thereto, between and the Company and any successor thereto, Warrant Agent and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Merger unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization Merger and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder registered holder of any Warrant Certificate such shares of stock, securities, cash cash, or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event case of any capital reorganization, other than --------------- in the cases referred to in Section 11(1Sections 12(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property entity shall (i) expressly assume, by a supplement to be the Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein and (ii) enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Common Stock Registration Rights Agreement of even date herewith. The foregoing provisions of this Section 12(j) shall apply to successive Reorganization transactions.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of an Underwriter Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Underwriter Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriter Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriter Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriter Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Warrant Agreement 26047_1 - 75205/00002 8 Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Underwriter Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Underwriter Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of (i) any capital reorganization, other than in the cases referred to in Section 11(1), reorganization or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares Stock (other than as a result of a stock dividend, a subdivision or combination of shares provided for elsewhere in this Section 6), or (ii) the merger, consolidation or reorganization of the Corporation into or with another entity through one or a series of related transactions, or (iii) the sale or conveyance by the Corporation to any other corporation or entity of all or substantially all of its assets (such event becoming applicable hereunder being referred to in this Subsection 6 as the “Event”), the holders of the Series E Preferred Stock shall thereafter be entitled to receive, and provision shall be made therefor in any agreement relating to such Event, upon conversion of the Series E Preferred Stock (or in lieu thereof should such outstanding Common Shares into event result in the elimination of the Series E Preferred Stock), the same kind and number of shares of other stock Common Stock or other securities or property), or the sale, transfer or conveyance property (including cash) to which such holders of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) Series E Preferred Stock would have been entitled if they had held the number of shares of stock or other securities of property to Common Stock into which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Series E Preferred Stock was convertible immediately prior to such Reorganization. In the event of Event, and in any Reorganization, such case appropriate adjustment, as determined in good faith by the Company's Board of Directors, adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of Holders so the holders of the Series E Preferred Stock, to the end that the provisions set forth herein shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares shares, other securities, or other property thereafter deliverable receivable upon exercise conversion of Warrantsthe Series E Preferred Stock. Any adjustments made pursuant to this Section 6 shall become effective at the same time as which such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor theretoEvent becomes effective, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsconcurrent therewith.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1subsections 3(a), (b), (c), (d), (e) or (f) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company World Heart with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company World Heart is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding World Heart Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company World Heart as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant Put Right (in lieu of the number of Warrant World Heart Common Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant World Heart Common Shares which that would otherwise have been deliverable upon the exercise of such Warrant Put Right would have been entitled upon such Reorganization if such Warrant Put Right had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of World Heart, whose determination shall be described in a duly adopted resolution certified by the secretary or assistant secretary of World Heart, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Edwards so that the provisions set forth xxx xxxth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrantsthe Put Right. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company World Heart shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Exchange Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofEdwards, then such issuer, shall assume by written instrument the obligation to deliver dxxxxxx to the Holder of any Warrant Certificate Edwards such shares of stock, securitiesxxxxxxties or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, Edwards may be entitled to receixx, xxx all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other --------------- than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, issuer shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event case of (i) any capital --------------- reorganization, other than in the cases referred to in Section 11(1)12(a) and (b) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or (ii) the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or (iii) the sale, transfer sale of all or conveyance substantially all of the property assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall --------------- thereafter be deliverable upon exercise of any Warrant in accordance with the terms hereof (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable deliver able upon the exercise of such Warrant would have been entitled upon such Reorganization if the Exercisability Date had occurred and such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation or other securities entity purchasing such assets shall expressly assume, by a supplemental warrant agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofWarrant Agent, then such issuer, shall assume by written instrument the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as in accordance with the foregoing provisions, such holder shall Holder may be entitled to purchase in accordance with the terms hereof upon the occurrence of the Exercisability Date, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein. The foregoing provisionsprovisions of this Section 12(i) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 10(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall (i) expressly assume, by a supplemental warrant agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then each such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein and (ii) enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Common Stock Registration Rights and Stockholders Agreement of even date herewith. The foregoing provisions of this Section 10(k) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)4.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Contingent Warrant (in lieu of the number of Contingent Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Contingent Warrant Shares which would otherwise have been deliverable upon the exercise of such Contingent Warrant would have been entitled upon such Reorganization if such Contingent Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Contingent Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, issuer shall assume by written instrument the obligation to deliver to the Holder of any Contingent Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event of If any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with following transactions (each, a "Special Transaction") shall become effective after the Closing Date: (i) a capital reorganization or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares capital stock of Chrysalis, (ii) a consolidation or merger of Chrysalis with and into another entity and Chrysalis is not the conversion of surviving entity in such outstanding Common Shares into shares of other stock or other securities or property)transaction, or the sale, transfer (iii) a sale or conveyance of the property all or substantially all of the Company assets of Chrysalis, then, as an entirety or substantially as an entirety (collectively a condition of any such actions being hereinafter referred to as "Reorganizations")Special Transaction, there lawful and adequate provision shall be made whereby the Investor shall thereafter be deliverable have the right to purchase and receive, at any time after the consummation of such Special Transaction until the expiration of the Exercise Period, upon the basis and upon the terms and conditions specified herein, and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of any this Warrant (for the aggregate Exercise Price in lieu effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of Warrant Shares immediately theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable issuable upon the exercise of such Warrant would have been entitled upon such Reorganization if such this Warrant had been exercised such Special Transaction not taken place (pro rated in full immediately prior to such Reorganizationthe case of any partial exercises). In the event of connection with any ReorganizationSpecial Transaction, appropriate adjustment, as determined in good faith by the Company's Board of Directors, provision shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so the Investor to the end that the provisions set forth herein of this Warrant (including without limitation provisions for adjustment of the Exercise Price and the number of Warrant Shares issuable upon the exercise of the Warrant), shall thereafter be applicable, as nearly as possiblemay be, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, other securities, cash or other property as such holder shall be entitled to purchase in accordance with assets thereafter deliverable upon the foregoing provisionsexercise of this Warrant.

Reorganizations. In the event case of any capital reorganization, other than in the --------------- cases referred to in Section 11(1Section12(a), (b) or (c) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale of all or conveyance substantially all of the property assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation or other securities entity purchasing such assets shall (i)expressly assume, by a supplemental warrant agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein and (ii)if such Reorganization takes place prior to consummation by the Company of all of its registration obligations under the Common Stock Registration Rights Agreement, enter into an agreement providing to the Holders rights and benefits substantially similar to those enjoyed by the Holders under the Common Stock Registration Rights Agreement of even date herewith. The foregoing provisions of this Section12(j) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, or reclassification of the Capital Stock of the Company (other than in the cases referred to in Section 11(1subsections (a), (b), (c), (d) or (e) of this Section 9 other than a change in par value without a change in the consolidationnumber of shares), amalgamation, the consolidation or merger or other combination of the Company with or into another corporation or other entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or propertyproperty of any other Person), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the kind and number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, whose determination shall be described in a duly adopted resolution certified by the Company's Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, corporation (if other than the Company) or if the Company shall be the surviving corporation in any other entity resulting from such Reorganization or the corporation purchasing or leasing such assets or other appropriate corporation or entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment satisfactory to the Holders executed and is not delivered to the issuer of Holders, the obligation to deliver to each such Holder such shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereofas, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of (i) any capital reorganizationreorganization or reclassification, other than in the cases referred to in Section 11(1)2.1 hereof, or (ii) the consolidation, amalgamation, amalgamation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or shares of the conversion of such outstanding Common Shares Company's capital stock into shares of other stock or other securities or property), or (iii) the sale, transfer or conveyance sale of the property or assets of the Company as an entirety or substantially as an entirety entirety, or (collectively iv) any other transaction in which the Common Stock is changed into or exchanged for stock or securities of any other person, company or entity (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise (at the aggregate Exercise Price in effect at the time of the consummation of any such Reorganization for all Common Stock issuable upon such exercise immediately prior to the consummation of any such transaction) of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, applicable in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof thereof, (i) notice of such Reorganization shall be given to each of the Holders of the Warrants, (ii) the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at to, and reasonably satisfactory to, the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement and the Warrants and (iii) if the Company shall survive the consummation of such Reorganization, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Agreement or the Warrants.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of a Representative=s Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the Shares shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Representative=s Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of Shares shares of Common Stock (or Other Securities) which the holder of a Representative=s Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the Shares shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares shares of such Common Stock equal to the number of Shares shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Representative=s Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of Shares Units purchasable and receivable upon the exercise of the Representative=s Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of Shares shares of Common Stock of the outstanding Common surviving corporation greater or lesser than the number of Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property Common Stock of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding Shares shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding Shares shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Representative=s Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Representative=s Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of any capital reorganization, reorganization (other than in the cases referred to in Section 11(1Sections 9(B), (C) or (D) hereof) or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Common Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Common Shares which that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as reasonably determined in good faith by the Company's Board of DirectorsCompany and reasonably acceptable to the Holder, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, entity (if other than the Company) resulting from such reorganization or if the Company shall be the surviving corporation in any entity purchasing or leasing such Reorganization and is not the issuer of the shares of stock assets or other securities appropriate corporation or property entity shall assume, by a supplemental Warrant Agreement in form reasonably acceptable to be delivered to holders of Common Shares outstanding at the effective time thereofHolder, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stocksecurities or assets as, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Holder may be entitled to receive, and all other obligations under this Agreement.

Reorganizations. In If and when all the event of any capital reorganization, other than conditions set forth in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation Article 7 have been satisfied (other than a consolidationthose conditions which are to be satisfied simultaneously with, amalgamationor immediately prior to, merger the Closing), then Seller shall undertake such lawful sales, assignments, mergers, reorganizations or other combination in which similar transactions of its entities or assets (collectively, the Company is the continuing corporation "REORGANIZATIONS") as reasonably requested by Purchaser and which does cannot result in any reclassification be undertaken by Purchaser simultaneously with or following the Closing without depriving Purchaser of the outstanding Common Shares or material benefits it expects to receive from the conversion of such outstanding Common Shares into shares of other stock or other securities or property)Reorganizations; provided, or that, Seller shall have no obligation to consummate the sale, transfer or conveyance of Reorganizations if the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant Reorganizations would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, a materially detrimental effect (as determined in the reasonable good faith by discretion of Seller) upon Seller or its employees, officers, directors, shareholders or holders of claims against the Company's Board of Directors, Seller. It is further agreed that the Reorganizations shall be made in the application of the provisions herein set forth with respect undertaken as close to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly Closing Date as possible. Purchaser shall indemnify and hold Seller, in relation to any shares its employees, officers, directors, shareholders or holders of claims against the Seller harmless for all Liabilities (including, without limitation, foreign taxes or other property thereafter deliverable upon exercise taxes) incurred by any of Warrants. Any them in connection with such adjustment Reorganizations and shall be made by and set forth acknowledge such in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed writing reasonably acceptable to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or Seller prior to the consummation thereof of the successor corporationReorganizations. Purchaser's indemnification of Seller and its employees, officers, directors, shareholders or if holders of claims against the Company Seller shall be full and complete and shall not be subject to any limitations, holdbacks, baskets, offsets or similar adjustments under this Agreement, and shall not be applied against the surviving corporation in maximum amount of Transfer Taxes for which Purchaser has agreed to be liable under Section 5.12 hereunder. If any such Reorganization and is not requires the issuer approval of the shares of stock or other securities or property Bankruptcy Court, the Parties shall cooperate and use their respective commercially reasonable efforts to obtain such approval and any such Reorganization shall be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver subject to the Holder receipt of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsBankruptcy Court approval.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 8(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and consolidation which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety ) (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Numbered Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders the Investor so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not the issuer of the shares of stock or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofInvestor, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate Investor such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, the Investor may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)4.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter collectively referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore shares of Common Stock thereto ore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by statement filed with the Company or any successor thereto, between the Company and any successor thereto, Warrant Agent and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder each registered holder of any Warrant Certificate such shares of stock, securities, cash cash, or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions. In the event of sale or conveyance or other transfer of all or substantially all of the assets of the Company as a part of a plan for liquidation of the Company, all rights to exercise any Warrant shall terminate 30 days after the Company gives written notice to each registered holder of a Warrant Certificate that such sale or conveyance or other transfer has been consummated.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of a Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Underwriter Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriter Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriter Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriter Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of common stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Underwriter Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Underwriter Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer. The term "Person" as used in this subparagraph shall mean and include an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization and a government or any department or agency thereof. For the purposes of this subparagraph, an "Affiliate" of any Person shall mean any Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such other Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

Reorganizations. In the event case of any capital reorganizationreorganization or reclassification of the capital stock of the Company, other than in the cases referred to in Section 11(19(a) or (b), or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets (A) is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States of stock America, (B) immediately after giving effect to such Reorganization (and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith) shall have a Net Worth equal to or greater than the Net Worth of the Company immediately preceding such transaction and (ii) prior to or simultaneously with the consummation of such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in form and substance satisfactory to the Requisite Holders, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1subsection 9(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "ReorganizationsREORGANIZATIONS"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States of stock America or such other jurisdiction so long as the Holder, in the opinion of its legal counsel, (x) will be permitted to hold the Warrant and the Common Stock represented by the Warrant under the applicable laws of such jurisdiction and (y) there would be no material adverse changes in the rights of the Holder as a holder of a warrant of a company organized under such jurisdiction as a result of the corporate form of the Holder or the status of the Holder as a bank or a bank affiliate and (ii) prior to or simultaneously with the consummation of such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental warrant agreement to this Agreement or other securities or property to be acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in form and substance satisfactory to the Requisite Holders, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of (i) any capital reorganization, other than in the cases referred to in Section 11(1)12(a) and (b) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or (ii) the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or (iii) the sale, transfer sale of all or conveyance substantially all of the property assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be --------------- deliverable upon exercise of any Warrant in accordance with the terms hereof (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if the Exercisability Date had occurred and such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation or other securities entity purchasing such assets shall expressly assume, by a supplemental warrant agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofWarrant Agent, then such issuer, shall assume by written instrument the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as in accordance with the foregoing provisions, such holder shall Holder may be entitled to purchase in accordance with the terms hereof upon the occurrence of the Exercisability Date, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein. The foregoing provisionsprovisions of this Section 12(i) shall apply to successive Reorganization transactions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Sections 9(a), (b), (c), (d) or (e) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and consolidation which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)7(a) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company Ampex with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company Ampex is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares shares of Class A Stock or the conversion of such outstanding Common Shares shares of Class A Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company Ampex as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrantsthe Warrant. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company Ampex shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company Ampex shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares shares of the Class A Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder Holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1subsections 9(a), (b) or (c) hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation Person (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation surviving entity and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety other than in the cases referred to in Subsections 9(a), (collectively b) or (c) hereof (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder holder, of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant Warrant, would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in permit any such Reorganization unless (i) the successor entity resulting from such Reorganization or the Person purchasing such assets is a corporation duly organized and is not validly existing under the issuer laws of a state of the shares United States and (ii) prior to or simultaneously with the consummation of stock such Reorganization the successor entity (if other than the Company) resulting from such Reorganization or the Person purchasing such assets shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s) in form and substance satisfactory to the Requisite Holders, then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)subsections 10(a) through 10(f) hereof, inclusive, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into other shares of other stock or other securities or property), or the sale, transfer liquidation of the Company or conveyance distribution or proceeds following a sale of the property of the Company as an entirety or substantially as an entirety (collectively any such actions being hereinafter referred to as action, a "ReorganizationsReorganization"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Common Shares theretofore deliverable) the number of other shares of stock or other securities of securities, cash or other property to which a holder of the number of Warrant Common Shares which that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not the issuer of the shares of stock shall expressly assume, by a supplemental Warrant Agreement or other securities or property to be acknowledgement executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such shares of stockother shares, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of the Xxxxx'x Warrants shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Xxxxx'x Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of the Xxxxx'x Warrants might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of the Xxxxx'x Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Xxxxx'x Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of the Xxxxx'x Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of the Xxxxx'x Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or in the case of any sale, transfer lease or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter collectively referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by notice to the Company or any successor thereto, between holders of the Company and any successor thereto, Warrant Certificates and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder registered holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions. In the event of sale, lease or conveyance or other transfer of all or substantially all of the assets of the Company as part of a plan for liquidation of the Company, all rights to exercise any Warrant shall terminate 30 days after the Company gives written notice to each registered holder of a Warrant Certificate that such sale or conveyance or other transfer has been consummated.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)Sections 4.2, 4.3, 4.4, 4.5 or 4.6 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the amount of cash, the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Board of the Company, whose determination shall be described in a duly adopted resolution certified by The Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation purchasing or leasing such assets or other securities appropriate corporation or property to be entity shall expressly assume, by a supplemental Warrant Agreement or other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofHolder(s), then such issuer, shall assume by written instrument the obligation to deliver to the each such Holder of any Warrant Certificate such cash, such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase, and all other obligations and liabilities under this Agreement.

Reorganizations. In the event case of any capital reorganization, --------------- other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Contingent Warrant (in lieu of the number of Contingent Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Contingent Warrant Shares which would otherwise have been deliverable upon the exercise of such Contingent Warrant would have been entitled upon such Reorganization if such Contingent Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Contingent Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, issuer shall assume by written instrument the obligation to deliver to the Holder of any Contingent Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of a Representative's Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the Units (or Other Securities) theretofore purchasable upon the exercise of the Representative's Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of Units (or Other Securities) which the holder of a Representative's Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement and in lieu of the Units immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Units equal to the number of Units of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Representative's Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of Units purchasable and receivable upon the exercise of the Representative's Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of common stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Common Stock outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentoutstanding Common Stock. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than a majority of the outstanding Common Stock, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of Representative's Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of Representative's Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full as to such Warrant Shares immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In As a condition to any Reorganization, lawful and adequate provision shall be made so that immediately after such Reorganization, each Holder shall have the event of any capital reorganizationright to receive, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of each Underlying Share or Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Share immediately prior to such Reorganization, such Shares, other securities, property or assets as may (by virtue of such Reorganization) be issued or payable with respect to or in exchange for a Share in connection with such Reorganization. In the event of any Reorganization, such case appropriate adjustment, as determined in good faith by the Company's Board of Directors, provisions shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so each Holder to the end that the provisions set forth herein of this Warrant Agreement shall thereafter be applicable, as nearly as possiblemay be, in relation to any shares Shares, other securities, property or other property thereafter deliverable assets obtainable upon exercise of Warrants. Any the Warrant after such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentReorganization. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation of such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be or any successor entity (if other than the surviving corporation in any Company) resulting from such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, transaction shall assume by written instrument executed and mailed or delivered to each Holder, the obligation to deliver to the such Holder of any Warrant Certificate such shares of stockShares, other securities, cash property or other property as such holder shall be entitled to purchase assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive. Notice of any proposed Reorganization shall be given by the Company to each Holder as promptly as possible after such Reorganization above appears likely. The Company shall also notify each Holder promptly and in any event within seven days of any adjustment required to be made pursuant to this Section 4. Following any Reorganization in which assets, property or securities other than Shares are obtainable upon exercise of the Warrant, the term "Underlying Shares" shall be deemed to include such other securities, property and assets.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders Warrant holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and Company, or any successor thereto, and the Warrant Agent and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder registered holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event of If any capital reorganization, other than in the cases referred to in Section 11(1), consolidation or the consolidation, amalgamation, merger or other combination of the Company with another corporation, or into the sale of all or substantially all of its assets to another corporation (other than corporation, shall be effected in such a way that holders of Preferred Stock or Underlying Preferred Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Preferred Stock or Underlying Preferred Stock, then, as a condition of such consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance lawful and adequate provisions shall be made whereby the holders of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there Underwriter Warrants shall thereafter be deliverable have the right to purchase and receive upon exercise of any Warrant (the basis and upon the terms and conditions specified in this Agreement and in lieu of the shares of Preferred Stock or Underlying Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the Underwriter Warrants, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of Warrant Shares theretofore deliverable) outstanding shares of Preferred Stock or Underlying Preferred Stock equal to the number of shares of such stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Underwriter Warrants had such Warrant would have been entitled upon consolidation, merger or sale not taken place, and in any such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganizationcase, appropriate adjustment, as determined in good faith by the Company's Board of Directors, provision shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so the holders of Underwriter Warrants to the end that the provisions set forth herein hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares of Preferred Stock purchasable and receivable upon the exercise of the Underwriter Warrants) shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.may

Reorganizations. In the event case of (i) any capital reorganization, other than in the cases referred to in Section 11(1)12(a) and (b) hereof and other than any capital reorganization that does not result in any reclassification of the outstanding shares of Common Stock into shares of other stock or other securities or property, or (ii) the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares or the conversion of such outstanding Common Shares Stock into shares of other stock or other securities or property), or (iii) the sale, transfer sale of all or conveyance substantially all of the property assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), --------------- there shall thereafter be deliverable upon exercise of any Warrant in accordance with the terms hereof (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares which shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if the Exercisability Date had occurred and such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Board of DirectorsSecretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any such shares or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or corporation (if other than the Company shall be the surviving corporation in any Company) resulting from such Reorganization and is not or the issuer of the shares of stock corporation or other securities entity purchasing such assets shall expressly assume, by a supplemental warrant agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereofWarrant Agent, then such issuer, shall assume by written instrument the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each such Holder of any Warrant Certificate such shares of stock, securitiessecurities or assets as, cash or other property as in accordance with the foregoing provisions, such holder shall Holder may be entitled to purchase in accordance with the terms hereof upon the occurrence of the Exercisability Date, and the due and punctual performance and observance of each and every covenant, condition, obligation and liability under this Agreement to be performed and observed by the Company in the manner prescribed herein. The foregoing provisionsprovisions of this Section 12(i) shall apply to successive Reorganization transactions.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such reorganization, lawful and adequate provision shall be made whereby each holder of the Representative's Warrants shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) theretofore purchasable upon the exercise of the Representative's Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of the Representative's Warrants might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another 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 condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Representative's Warrant Agreement and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of the Representative's Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares Units purchasable and receivable upon the exercise of the Representative's Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, a merger or other combination consolidation of the Company with or into another corporation (other than as a consolidation, amalgamation, merger or other combination in result of which the Company is the continuing corporation and which does not result in any reclassification a number of shares of Common Stock of the outstanding Common Shares surviving corporation greater or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) lesser than the number of shares of stock or other securities of property to which a holder Common Stock of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full Company outstanding immediately prior to such Reorganization. In the event merger or consolidation are issuable to holders of any Reorganization, appropriate adjustment, as determined in good faith by Common Stock of the Company's Board of Directors, then the Purchase Price in effect immediately prior to such merger or consolidation shall be made adjusted in the application same manner as though there were a subdivision or combination of the provisions herein set forth with respect to outstanding shares of Common Stock of the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustmentCompany. The Company shall will not effect any such Reorganizationconsolidation, merger or sale, unless upon or prior to the consummation thereof the successor corporation, corporation (if other than the Company) resulting from such consolidation or if merger or the Company shall be the surviving corporation in any purchasing such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, assets shall assume by written instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Company, the obligation to deliver to the Holder of any Warrant Certificate such holder such shares of stock, securitiessecurities or assets as, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the holders of the Representative's Warrants shall have been given a reasonable opportunity to then elect to receive upon the exercise of the Representative's Warrants either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.

Reorganizations. In If and when all the event of any capital reorganization, other than conditions set forth in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation Article 7 have been satisfied (other than a consolidationthose conditions which are to be satisfied simultaneously with, amalgamationor immediately prior to, merger the Closing), then Seller shall undertake such lawful sales, assignments, mergers, reorganizations or other combination in which similar transactions of its entities or assets (collectively, the Company is the continuing corporation “Reorganizations”) as reasonably requested by Purchaser and which does cannot result in any reclassification be undertaken by Purchaser simultaneously with or following the Closing without depriving Purchaser of the outstanding Common Shares or material benefits it expects to receive from the conversion of such outstanding Common Shares into shares of other stock or other securities or property)Reorganizations; provided, or that, Seller shall have no obligation to consummate the sale, transfer or conveyance of Reorganizations if the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant Reorganizations would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, a materially detrimental effect (as determined in the reasonable good faith by discretion of Seller) upon Seller or its employees, officers, directors, shareholders or holders of claims against the Company's Board of Directors, Seller. It is further agreed that the Reorganizations shall be made in the application of the provisions herein set forth with respect undertaken as close to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly Closing Date as possible. Purchaser shall indemnify and hold Seller, in relation to any shares its employees, officers, directors, shareholders or holders of claims against the Seller harmless for all Liabilities (including, without limitation, foreign taxes or other property thereafter deliverable upon exercise taxes) incurred by any of Warrants. Any them in connection with such adjustment Reorganizations and shall be made by and set forth acknowledge such in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed writing reasonably acceptable to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or Seller prior to the consummation thereof of the successor corporationReorganizations. Purchaser’s indemnification of Seller and its employees, officers, directors, shareholders or if holders of claims against the Company Seller shall be full and complete and shall not be subject to any limitations, holdbacks, baskets, offsets or similar adjustments under this Agreement, and shall not be applied against the surviving corporation in maximum amount of Transfer Taxes for which Purchaser has agreed to be liable under Section 5.12 hereunder. If any such Reorganization and is not requires the issuer approval of the shares of stock or other securities or property Bankruptcy Court, the Parties shall cooperate and use their respective commercially reasonable efforts to obtain such approval and any such Reorganization shall be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver subject to the Holder receipt of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisionsBankruptcy Court approval.

Reorganizations. In the event case of any capital reorganization, reorganizations other than in the cases referred to in Section 11(1)3.1 hereof, or the consolidation, amalgamation, consolidation or merger or other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Shares Stock or the conversion of such outstanding shares of Common Shares Stock into shares of other stock or other securities or property), or the sale, transfer or conveyance sale of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares shares of Common Stock theretofore deliverable) the number of shares of stock or other securities of or property to which a holder of the number of Warrant Shares shares of Common Stock which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of DirectorsDirectors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders each Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by on the Company books of the Company, or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, Reorganizations unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Shares Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the each Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder Holder shall be entitled to purchase in accordance with the foregoing provisions. In the event of sale or conveyance or other transfer of all or substantially all of the assets of the Company as a part of a plan for liquidation of the Company, all rights to exercise any Warrant shall terminate thirty (30) days after the Company gives written notice to each Holder that such sale or conveyance or other transfer has been consummated.

Reorganizations. In the event case of any capital reorganization, other than in the cases referred to in Section 11(1Subsections 12(a), 12(b), 12(c) or 12(d), or the consolidation, amalgamation, consolidation or merger or other combination of the Company Partnership with or into another corporation entity (other than a consolidation, amalgamation, merger or other combination consolidation in which the Company Partnership is the continuing corporation entity and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares LP Partnership Interests into shares of other stock partnership interests or other securities or property), or the sale, transfer or conveyance sale of the property of the Company Partnership as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number amount of LP Warrant Shares Partnership Interests theretofore deliverable) ), the number amount of shares of stock partnership interests or other securities of or property to which a holder of the number amount of LP Warrant Shares which Partnership Interests that would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event case of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board general partner of Directorsthe Partnership, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares partnership interests or other securities or property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company Partnership shall not effect any such Reorganization, Reorganization unless upon or prior to or simultaneously with the consummation thereof the successor corporation, or entity (if other than the Company shall be the surviving corporation in any Partnership) resulting from such Reorganization and is not or the issuer of the shares of stock entity purchasing or leasing such assets or other securities appropriate entity shall (i) expressly assume, by a supplemental Warrant Agreement or property to be other acknowledgment executed and delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument Warrant Agent the obligation to deliver to the Warrant Agent and to cause the Warrant Agent to deliver to each Holder of any Warrant Certificate Warrants such shares of stock, securities, cash partnership interests or other securities or property as such holder shall be entitled to purchase as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and all other obligations and liabilities under this Agreement and (ii) enter into an agreement providing to the Holders of Warrants rights and benefits substantially similar to those enjoyed by such Holders under the Registration Rights and Limited Partners' Agreement of even date herewith. The provisions of this Subsection 12(k) shall apply to successive Reorganization transactions.

Reorganizations. In the event of any (i) capital reorganizationreorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in the cases referred par value or from par value to in no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares covered by Section 11(16(a)), (iii) consolidation or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation Person, (iv) sale of all or substantially all of the Company's assets to another Person or (v) other similar transaction (other than a any such transaction covered by Section 6(a)), in each case which entitles the holders of Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Shares, the Warrant shall, immediately after such reorganization, reclassification, consolidation, amalgamationmerger, merger sale or other combination in which the Company is the continuing corporation similar transaction, remain outstanding and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property)shall thereafter, or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of or in addition to (as the case may be) the number of Warrant Exercise Shares theretofore deliverable) then exercisable hereunder, be exercisable for the kind and number of shares of stock or other securities or assets of property the Company or of the successor Person resulting from such transaction to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant Purchaser would have been entitled upon such Reorganization reorganization, reclassification, consolidation, merger, sale or similar transaction if such the Purchaser had exercised this Warrant had been exercised in full immediately prior to the time of such Reorganization. In reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the event applicable number of Exercise Shares then issuable hereunder as a result of such exercise (without taking into account any Reorganizationlimitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment, as determined adjustment (in good faith by form and substance satisfactory to the Company's Board of Directors, Purchaser) shall be made in the application of the provisions herein set forth with respect to the Purchaser’s rights and interests of Holders so under this Warrant to insure that the provisions set forth herein of this Section 6 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or other property assets thereafter deliverable acquirable upon exercise of Warrants. Any such this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment shall be made by and set forth in a supplemental agreement prepared the Exercise Price reflected by the Company terms of such consolidation, merger, sale or any successor thereto, between the Company and any successor theretosimilar transaction, and a corresponding immediate adjustment to the number of Exercise Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 6(c) shall for all purposes hereof conclusively be deemed similarly apply to be an appropriate adjustmentsuccessive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such Reorganizationreorganization, unless upon reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof thereof, the successor corporationPerson (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuersimilar transaction, shall assume assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Purchaser, the obligation to deliver to the Holder of any Warrant Certificate Purchaser such shares of stock, securitiessecurities or assets which, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Purchaser shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 6(c) the Purchaser shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise or sale rights contained in this Warrant instead of giving effect to the provisions contained in this Section 6(c) with respect to this Warrant.

Reorganizations. In the event of any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation (other than a 25 consolidation, amalgamation, merger or other combination in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company's Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Reorganizations. In the event of any (i) capital reorganizationreorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in the cases referred par value or from par value to in no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares covered by Section 11(16(a)), (iii) consolidation or the consolidation, amalgamation, merger or other combination of the Company with or into another corporation Person, (iv) sale of all or substantially all of the Company’s assets to another Person or (v) other similar transaction (other than a any such transaction covered by Section 6(a)), in each case which entitles the holders of Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Shares, the Warrant shall, immediately after such reorganization, reclassification, consolidation, amalgamationmerger, merger sale or other combination in which the Company is the continuing corporation similar transaction, remain outstanding and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property)shall thereafter, or the sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of or in addition to (as the case may be) the number of Warrant Exercise Shares theretofore deliverable) then exercisable hereunder, be exercisable for the kind and number of shares of stock or other securities or assets of property the Company or of the successor Person resulting from such transaction to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such Warrant Purchaser would have been entitled upon such Reorganization reorganization, reclassification, consolidation, merger, sale or similar transaction if such the Purchaser had exercised this Warrant had been exercised in full immediately prior to the time of such Reorganization. In reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the event applicable number of Exercise Shares then issuable hereunder as a result of such exercise (without taking into account any Reorganizationlimitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment, as determined adjustment (in good faith by form and substance satisfactory to the Company's Board of Directors, Purchaser) shall be made in the application of the provisions herein set forth with respect to the Purchaser’s rights and interests of Holders so under this Warrant to insure that the provisions set forth herein of this Section 6 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or other property assets thereafter deliverable acquirable upon exercise of Warrants. Any such this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment shall be made by and set forth in a supplemental agreement prepared the Exercise Price reflected by the Company terms of such consolidation, merger, sale or any successor thereto, between the Company and any successor theretosimilar transaction, and a corresponding immediate adjustment to the number of Exercise Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 6(c) shall for all purposes hereof conclusively be deemed similarly apply to be an appropriate adjustmentsuccessive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such Reorganizationreorganization, unless upon reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof thereof, the successor corporationPerson (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or if the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common Shares outstanding at the effective time thereof, then such issuersimilar transaction, shall assume assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Purchaser, the obligation to deliver to the Holder of any Warrant Certificate Purchaser such shares of stock, securitiessecurities or assets which, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions, such Purchaser shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 6(c) the Purchaser shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise or sale rights contained in this Warrant instead of giving effect to the provisions contained in this Section 6(c) with respect to this Warrant.