Common use of Fundamental Transactions Clause in Contracts

Fundamental Transactions. In case of any Fundamental Transaction, the Holder shall have the right thereafter to, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transaction, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental Transactions.

Fundamental Transactions. In case If the Corporation, at any time after the Issue Date but prior to the Expiration Time (or, if earlier, the exercise in full of this Warrant), effects any Fundamental Transaction, then upon consummation of such Fundamental Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which each Holder of this Warrant would have owned immediately after such Fundamental Transaction if such Holder had exercised in full this Warrant immediately before the effective date of such Fundamental Transaction, assuming that such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Fundamental Transaction. With respect to any Fundamental Transaction that the Corporation has not publicly announced at least 15 days prior to the consummation of such Fundamental Transaction, (a) the Corporation will deliver to the Holders written notice of such Fundamental Transaction at least 15 days prior to the consummation of such Fundamental Transaction (which written notice will be treated as confidential by the Holders), and (b) each Holder agrees not to exercise this Warrant (or any portion thereof) during the two Business Days immediately preceding the consummation of such Fundamental Transaction. Concurrently with the consummation of any Fundamental Transaction, the Holder Person formed by or surviving the Fundamental Transaction (if other than the Corporation), or if such Fundamental Transaction is a transfer of lease, the Person to which such transfer or lease shall have the right thereafter tobeen made, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transactionshall, and the Holder Corporation shall direct such Person to, enter into a supplemental agreement so providing and further providing for adjustments that shall be entitled upon such event as nearly equivalent as may be practical to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth provided for in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from the CompanyArticle 4. If ▇▇▇▇▇▇ does this ‎Section 4.03 applies to a transaction, Section 4.01 shall not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental Transactionsapply.

Fundamental Transactions. In case Upon the occurrence of any Fundamental Transaction, the Holder Successor Entity shall have the right thereafter succeed to, at its option, convert this Note, in whole or in part, at and be substituted for the Conversion Price into Company (so that from and after the shares date of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall instead refer to the Successor Entity), and the Successor Entity may exercise every prior right and power of the Company and shall assume all prior obligations of the Company under this Warrant with the same effect as if the Successor Entity had been named as the Company in this Warrant and the adjustments in the following sentence had occurred. On or prior to the consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be entitled issued upon such event to receive such amount exercise of securitiesthis Warrant at any time after the consummation of the Fundamental Transaction, cash or property as in lieu of the shares of the Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Company into which this Note could Holder would have been converted entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction would have been entitled if such conversion were permittedor the record, subject to such further applicable adjustments set forth eligibility or other determination date for the event resulting in this Section 2. The terms of any such Fundamental Transaction shall include such terms so (without regard to any limitations on the exercise of this Warrant), as to continue to give to adjusted in accordance with the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental TransactionsWarrant.

Fundamental Transactions. In case If, at any time while G Preferred Stock is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another individual, partnership, corporation, trust, unincorporated organization, joint venture, government or agency, political subdivision thereof, or any other entity of any kind (collectively, “Person”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), the then upon any subsequent conversion of G Preferred Stock, each Series G Holder shall have the right thereafter toto receive, at its option, convert this Note, in whole or in part, at the Conversion Price into the for each shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could it would have been converted entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then each Series G Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of G Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction would have been entitled if shall issue to the Series G Holder a new series of preferred stock consistent with the foregoing provisions and evidencing the Series G Holders’ right to convert such conversion were permitted, subject to such further applicable adjustments set forth in this Section 2preferred stock into Alternate Consideration. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction agreement pursuant to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from is effected shall include terms requiring any such successor or surviving entity to comply with the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(viparagraph (c) shall apply and insuring that the G Preferred Stock (or any such replacement security) will be similarly and equally adjusted upon any subsequent transaction analogous to successive a Fundamental TransactionsTransaction.

Fundamental Transactions. In case If, at any time after the issuance of this Note, any Fundamental TransactionTransaction shall occur, then the Holder shall thereafter have the right thereafter toto receive upon Conversion, at its optionin lieu of the Common Shares otherwise issuable, convert such shares of stock, securities and/or other property as would have been issued or payable upon such Fundamental Transaction with respect to or in exchange for the number of Common Shares which would have been issuable upon Conversion had such Fundamental Transaction not taken place (without giving effect to any limitations on such Conversion contained in this Note, in whole or in part, at ). After the Conversion Price into public disclosure by the shares Company of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transaction, and (i) the Holder shall be entitled upon given written notice of such event transaction by the earlier of (x) the date that is 30 days (61 days if, without giving effect to receive such amount of securitiesthe limitation on conversion contained in Section 2.5, cash or property as the shares Holder beneficially owns more than 9.99% of the Common Stock Shares then outstanding) prior to the date on which such transaction is consummated, and (y) the date that is 10 days prior to the record date for the determination of the Company’s shareholders entitled to vote with respect to such transaction, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonably satisfactory to the Holder) the obligations of the Company into which under this Note could have been converted immediately prior (including, without limitation, the obligation to make payments of principal and interest accrued but unpaid through the date of such Fundamental Transaction consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been entitled if a sufficient number of Common Shares authorized and available for issuance upon conversion of this Note as of the date of such conversion were permittedtransaction, subject and shall similarly apply to such further applicable adjustments set forth successive Fundamental Transactions. If, as a result of a transaction described in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder2A.8, the Holder shall have the right, at its option, to require the Company or its successor to redeem of this Note in cash at 100% shall, upon conversion of the Principal Amount this Note, become entitled to receive securities or assets (including accrued but unpaid interest). The Holder may exercise its rights by sending notice other than Common Shares) then, wherever appropriate, all references herein to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within such ten (10) Business Days, the Holder Common Shares shall be deemed to have waived its rights under refer to and include such shares and/or other securities or assets; and thereafter the immediately preceding sentence. If the Holder elects number of such shares and/or other securities or assets shall be subject to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but adjustment from time to time in no event more than ten (10) Business Days after such election, pay the redemption price a manner and upon terms as nearly equivalent as practicable to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly Sections 2A.7 and equally to successive Fundamental Transactions2A.8.

Fundamental Transactions. In If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions to any Person other than a wholly owned Subsidiary, or (iii) the Company effects any reclassification of the Common Stock or any compulsory share exchange, in each case as a result of which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right thereafter toto receive, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders for each share of Common Stock following that would have been issuable upon conversion of this Note immediately prior to the occurrence of such Fundamental Transaction, the same kind and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could it would have been converted entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). If the Fundamental Transaction would have been entitled if causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Alternate Consideration into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such conversion were permittedelection. To the extent necessary to effectuate the foregoing provisions, subject any Successor Entity shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such further applicable adjustments set forth in this Section 2Note into Alternate Consideration. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction agreement pursuant to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from is effected shall include terms requiring any such successor or surviving entity to comply with the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi6(d) shall apply and ensuring that this Note (or any such replacement security) will be similarly and equally adjusted upon any subsequent transaction analogous to successive a Fundamental TransactionsTransaction.

Fundamental Transactions. In case the event that the Company proposes to effect (i) a sale, lease, transfer, conveyance or other disposition, in a single transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole or (ii) a merger, consolidation or other business combination transaction or series of transactions (other than a Drag-Along Sale) the result of which is that any Person or group of Persons, other than Equinix or any of its Affiliates (or a group containing any of them), becomes the owner, directly or indirectly, of more than 50% of the voting power of the outstanding voting stock of the Company (each transaction described in clauses (i) and (ii), a “Fundamental Transaction”), each Shareholder agrees it will take all actions requested by the Holder shall have the right thereafter to, at its option, convert this Note, in whole Company or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon Equinix that may be necessary or deemed desirable to be held by holders of Common Stock following consummate such Fundamental Transaction, and the Holder shall be entitled upon such event including, if applicable, to receive such amount vote in favor of securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder to waive any dissenters’ or appraisal rights in connection therewith and, if such Fundamental Transaction is structured as a transaction the approval of which requires a vote of stockholders, to deliver an executed proxy, which shall be coupled with an interest and shall be irrevocable, authorizing Equinix to vote such Shareholder’s Company Securities in cash or favor of such new securities and/or property, at the Holder’s optionFundamental Transaction. In addition to and not in substitution for any other rights hereunder, the Holder Each Shareholder shall have the right, at its optionalso, to require the Company or its successor to redeem this Note in cash at 100% extent applicable, (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements as are customary for transactions of the Principal Amount nature of the Fundamental Transaction; provided that if such Shareholders are required to provide any representations or indemnities in connection with such Fundamental Transaction (including accrued but unpaid interest). The Holder may exercise its rights by sending notice other than representations and indemnities concerning each other Shareholder’s title to the Company within ten Securities and authority, power and right to enter into and consummate the Fundamental Transaction without contravention of any law or agreement), liability for misrepresentation or indemnity shall (10as to such Shareholders) Business Days following be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the receipt number of Company Securities (as determined on a Common Equivalents basis) Transferred pursuant to such Fundamental Transaction) of any liability for misrepresentation or indemnity, (B) benefit from all of the same provisions of the definitive agreements as Equinix and (C) be required to bear its pro rata share (based on the number of Company Securities (as determined on a Common Equivalents basis) Transferred pursuant to such Fundamental Transaction) of any escrows, holdbacks or adjustments in purchase price. The Company shall provide prompt written notice of any proposed Fundamental Transaction to the Management ALOG Shareholders and ALOG, identifying the material terms and conditions of the Fundamental Transaction from (the Company“Fundamental Transaction Notice”). If ▇▇▇▇▇▇ does not notify From and after the Company of its election within such ten (10) Business DaysRoll Up, the Holder each Management ALOG Shareholder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions a “Shareholder” for purposes of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental Transactions4.04.

Fundamental Transactions. In case of 2.8.1 If, at any time while Conversion Obligations are outstanding, there occurs any Fundamental TransactionTransaction (including, without limitation, one pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock), then the Holder shall have the right thereafter toto receive, at its option, convert this Noteupon conversion of the Conversion Obligations, in whole or in part, at the Conversion Price into the shares lieu of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transaction, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock (or other securities, cash, assets or other property purchasable upon the conversion of the Company into which this Note could Conversion Obligations prior to such Fundamental Transaction), the same amount and kind of shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), if any, that Lender would have been entitled to receive upon the consummation of such Fundamental Transaction had the Conversion Obligations been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in record date for such Fundamental Transaction, and interest payable hereunder shall be as adjusted in cash or such new securities and/or property, at accordance with the Holder’s optionprovisions of this Agreement. In addition to and not in substitution for Upon the occurrence of any other rights hereunderFundamental Transaction, the Holder Successor Entity, if any, shall have succeed to, and be substituted for (so that from and after the rightdate of such Fundamental Transaction, at its optionthe provisions of this Agreement and the Convertible Term Note referring to the “Borrower” shall refer instead to the Successor Entity), to require the Company or its successor to redeem this Note in cash at 100% and may exercise every right and power of Borrower and shall assume all of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to obligations of Borrower under this Agreement and the Company within ten (10) Business Days following Convertible Term Note with the receipt of the notice of the Fundamental Transaction from the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within same effect as if such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holderhad been named as Borrower herein. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental TransactionsTransactions and any adjustment under this Section 2.8 shall be without duplication for any adjustment or distribution made under Section 2.7. 2.8.2 In the event that Borrower at any time grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”) Lender will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Lender could have acquired if Lender had held the number of shares of Common Stock acquirable upon complete conversion of the Conversion Obligations (without regard to any limitations on the conversion of Conversion Obligations), immediately before the record date for the grant, issuance or sale of such Purchase Rights, or, if no such record date is established, the date as of which the record holders of shares of Common Stock are determined for the grant, issuance or sale of such Purchase Rights.

Fundamental Transactions. In case If, at any time prior to repayment of the Loan in full, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter toto receive, at its option, convert this Note, in whole (i) upon conversion of the Note prior to or in part, at connection with the Conversion Price into closing of the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transaction, the same amount and the Holder shall be entitled upon such event to receive such amount kind of securities, cash or property as the shares that is received by holders of the Common Stock of or (ii) at the Holder’s request, any successor to the Company into which this Note could have been converted immediately prior to or surviving entity in such Fundamental Transaction would have been entitled if shall issue to the Holder a new convertible note entitling the Holder to acquire an equity interest in the Company or surviving entity in an amount equal to the Holder's pro rata position in the Company prior to the transaction. The aggregate Conversion Price for the Note will not be affected by any such conversion were permittedFundamental Transaction, subject to but the Company shall apportion such further applicable adjustments set forth aggregate Conversion Price in this Section 2a reasonable manner reflecting the relative value of Holder's interest in the Company before the Fundamental Transaction and Holder's pro rata interest in the Company or surviving entity after the Fundamental Transaction. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction agreement pursuant to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from is effected shall include terms requiring any such successor or surviving entity to comply with the Company. If ▇▇▇▇▇▇ does not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(viparagraph (c) shall apply similarly and equally insuring that any replacement security will be adjusted upon any subsequent transaction analogous to successive a Fundamental TransactionsTransaction.

Fundamental Transactions. In case If the Corporation, at any time after the Issue Date but prior to the applicable Expiration Time (or, if earlier, the exercise in full of this Warrant), effects any Fundamental Transaction, then upon consummation of such Fundamental Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which each Holder of this Warrant would have owned immediately after such Fundamental Transaction if such Holder had exercised in full this Warrant immediately before the effective date of such Fundamental Transaction, assuming that such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Fundamental Transaction. With respect to any Fundamental Transaction that the Corporation has not publicly announced at least 15 days prior to the consummation of such Fundamental Transaction, (a) the Corporation will deliver to the Holders written notice of such Fundamental Transaction at least 15 days prior to the consummation of such Fundamental Transaction (which written notice will be treated as confidential by the Holders), and (b) each Holder agrees not to exercise this Warrant (or any portion thereof) during the two Business Days immediately preceding the consummation of such Fundamental Transaction. Concurrently with the consummation of any Fundamental Transaction, the Holder Person formed by or surviving the Fundamental Transaction (if other than the Corporation), or if such Fundamental Transaction is a transfer of lease, the Person to which such transfer or lease shall have the right thereafter tobeen made, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transactionshall, and the Holder Corporation shall direct such Person to, enter into a supplemental agreement so providing and further providing for adjustments that shall be entitled upon such event as nearly equivalent as may be practical to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth provided for in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from the CompanyArticle 4. If ▇▇▇▇▇▇ does this ‎Section 4.03 applies to a transaction, Section 4.01 shall not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental Transactionsapply.

Fundamental Transactions. In case If the Corporation, at any time after the Issue Date but prior to the Expiration Time (or, if earlier, the exercise in full of this Purchase Right), effects any Fundamental Transaction, then upon consummation of such Fundamental Transaction, this Purchase Right shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of this Purchase Right would have owned immediately after such Fundamental Transaction if the Holder had exercised in full this Purchase Right immediately before the effective date of such Fundamental Transaction, assuming that the Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Fundamental Transaction. With respect to any Fundamental Transaction that the Corporation has not publicly announced at least 15 days prior to the consummation of such Fundamental Transaction, (a) the Corporation will deliver to the Holder written notice of such Fundamental Transaction at least 15 days prior to the consummation of such Fundamental Transaction (which written notice will be treated as confidential by the Holder), and (b) the Holder agrees not to exercise this Purchase Right (or any portion thereof) during the two Business Days immediately preceding the consummation of such Fundamental Transaction. Concurrently with the consummation of any Fundamental Transaction, the Holder Person formed by or surviving the Fundamental Transaction (if other than the Corporation), or if such Fundamental Transaction is a transfer of lease, the Person to which such transfer or lease shall have the right thereafter tobeen made, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transactionshall, and the Holder Corporation shall direct such Person to, enter into a supplemental agreement so providing and further providing for adjustments that shall be entitled upon such event as nearly equivalent as may be practical to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth provided for in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s option. In addition to and not in substitution for any other rights hereunder, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note in cash at 100% of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice of the Fundamental Transaction from the CompanyArticle 4. If ▇▇▇▇▇▇ does this ‎Section 4.03 applies to a transaction, Section 4.01 shall not notify the Company of its election within such ten (10) Business Days, the Holder shall be deemed to have waived its rights under the immediately preceding sentence. If the Holder elects to cause the redemption of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental Transactionsapply.

Fundamental Transactions. (i) During the Option Period, in the event that the Company enters into a definitive agreement to effect, or solicits stockholder approval for, a Fundamental Transaction, then, except if such notice shall constitute material, non-public information, the Company shall send a notice to the Holder of such transaction prior to the applicable record or effective date on which a stockholder would need to hold shares of Common Stock in order to participate in or vote with respect to such transaction (the “Fundamental Transaction Notice”); provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. The Holder may, at its own discretion, exercise the Purchase Option with respect to any remaining shares purchasable under this Agreement by delivering an Exercise Notice to the Company (which exercise may be made contingent and effective upon the consummation of the Fundamental Transaction if so specified in the notice) by the time as set forth in such Fundamental Transaction Notice, but in no event prior to a date that is at least [***]. To the extent that Stockholder Approval is required to issue the remaining Shares to the Holder pursuant to Nasdaq rules, the Company shall include a proposal to obtain such Stockholder Approval in the proxy statement related to the Fundamental Transaction. (ii) During the Option Period, the Company shall not enter into a binding agreement relating to or consummate a Fundamental Transaction (x) unless the Successor Entity assumes all of the obligations of the Company under this Agreement in accordance with the provisions of this Section 2(c); provided, however, (y) if the Successor Entity does not agree to assume all of the obligations of the Company under this Agreement in accordance with Section 2(c)(ii)(x), the Company shall provide the Holder with the Fundamental Transaction Notice in accordance with Section 2(c)(i) and the Holder’s right thereunder shall not be affected; provided further that, should the Holder fail to exercise any portion of remaining then unexercised Purchase Option in accordance with Section 2(c)(i), this Agreement, including the Purchase Option, shall terminate and cease to be of any further force and effect upon consummation of such Fundamental Transaction. (iii) In the case of Section 2(c)(ii)(x), (1) it shall be a required condition to the consummation of any Fundamental Transaction that any Successor Entity shall succeed to the rights and obligations of the Company under this Agreement and (2) upon consummation of the Fundamental Transaction in which the Company is not the Successor Entity, the Company or the Successor Entity, as applicable, shall deliver to the Holder confirmation that there shall be issued upon exercise of this Purchase Option at any time after the consummation of the Fundamental Transaction, shares of capital stock of the Successor Entity (the “Successor Capital Stock”) or, in lieu of the Successor Capital Stock, such shares of stock, securities, cash, assets or any other property whatsoever, if any, that the Holder shall would have been entitled to receive upon the right thereafter tohappening of such Fundamental Transaction, at its optionhad this Purchase Option been exercised for the maximum number of then available Shares immediately prior to the consummation of such Fundamental Transaction, convert as adjusted in accordance with the provisions of this NoteAgreement. Notwithstanding the foregoing, in whole or in partthe case of Section 2(c)(ii)(x) above, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by if holders of Common Stock following such are given any choice as to the securities, cash or other assets to be received in a Fundamental Transaction, and then the Holder shall be entitled upon such event to receive such amount of securities, cash or property given the same choice as the shares consideration it receives upon any exercise of the Common Stock of the Company into which this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth in this Section 2. The terms of any such Fundamental Transaction shall include such terms so as to continue to give to the holders of the Notes the right to receive the amount of securities, cash and/or property upon any conversion or redemption Purchase Option following such Fundamental Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Fundamental Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder’s optionCorporate Event. In the case of Section 2(c)(ii)(x) above, in addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity shall ensure that, the Holder shall will thereafter have the rightright to receive upon exercise of the Purchase Option at any time after the consummation of the Corporate Event, at its optionSuccessor Capital Stock or, if so elected by the Holder, in lieu of the Successor Capital Stock purchasable upon the exercise of the Purchase Option prior to require such Corporate Event, such shares of stock, securities, cash, assets or any other property whatsoever which the Holder would have been entitled to receive upon the consummation of such Corporate Event, had the Purchase Option been exercised for the maximum number of then available Shares immediately prior to such Corporate Event. (iv) In the case of Section 2(c)(ii)(y), if (x) the consideration payable to the Company or its successor to redeem this Note stockholders in the Fundamental Transaction consists solely of cash at 100% and (y) Purchase Option is “in the money” based on the per share price of the Principal Amount (including accrued but unpaid interest). The Holder may exercise its rights by sending notice to the Company within ten (10) Business Days following the receipt of the notice consideration of the Fundamental Transaction from (that is, the Companyper share price of the consideration of the Fundamental Transaction exceeds $1.01867 (subject to the adjustment as set forth in Sections 2(a) and 2(b)), then all remaining then unexercised portions of the Purchase Option will be deemed automatically exercised for the remaining shares subject to the Purchase Option on a [***] effective upon the consummation of the Fundamental Transaction without the Holder paying any additional cash consideration. If ▇▇▇▇▇▇ does not notify the consideration payable to the Company or its stockholders in the Fundamental Transaction includes consideration other than cash, and/or the Purchase Option is not “in the money” based on the per share price of its election within such ten the consideration of the Fundamental Transaction (10that is, the per share price of the consideration of the Fundamental Transaction is less than $1.01867 (subject to the adjustment as set forth in Sections 2(a) Business Daysand 2(b)), then notwithstanding the last two sentences of Section 1, the Holder shall be deemed deliver the aggregate Purchase Price to have waived its rights under the immediately preceding sentence. If Company’s designated bank account for such Exercise Notice prior to or upon the Holder elects to cause the redemption consummation of the Note hereunder, then the Company or the Successor Entity shall promptly, but in no event more than ten (10) Business Days after such election, pay the redemption price to the Holder. The provisions of this Section 2(c)(vi) shall apply similarly and equally to successive Fundamental TransactionsTransaction.