Common use of Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets Clause in Contracts

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (a) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (b) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.3, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 modi- fications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.34.5, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 4.5 shall similarly apply to successive reorganizations, reclassificationreclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.34.5, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 4.5 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.34.5, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 4.5 shall similarly apply to successive reorganizations, reclassificationreclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all any of its property, assets or business to another corporation (including by way of a spinoff) and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (a) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (b) any 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 corporation ("Other Property") ), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of this Warrant shall have the right thereafter to receive, at the option of the Holder upon exercise of this Warrant, the number of shares of common stock Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a to which the holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, securities deliverable upon the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of would have been entitled in such reorganization, reclassification, merger, consolidation or disposition of assets in proportion if this Warrant had been exercised immediately prior to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Companyevent. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation Warrant Shares for which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 412. For purposes of this Section 4.312, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that which is not preferred as to dividends or assets over any other class of stock of such corporation and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 12 shall similarly apply to successive reorganizations, reclassificationreclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Warrant Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrantthe Warrants, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is the Warrants are exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant the Warrants shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 Agreement to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant the Warrants thus becomes become exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 46. For purposes of this Section 4.36.3, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 6.3 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the CompanyStock), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassificationreclassifica tion, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) corpora tion), or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.34.6, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 4.6 shall similarly apply to successive reorganizations, reclassificationreclassifications, mergers, consolidations or disposition dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.34.6, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 4.6 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company)corporation, or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (a) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (b) any 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 corporation ("Other Property") ), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation Common Stock for which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 411. For purposes of this Section 4.311, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that which is not preferred as to dividends or assets over any other class of stock of such corporation and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 11 shall similarly apply to successive reorganizations, reclassificationreclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If at any time after the Company Original Issue Date Pegasystems shall reorganize its capital, reclassify its capital stock, stock consolidate or merge with or into another corporation (where the Company Pegasystems is not the surviving corporation entity or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the CompanyPegasystems), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation Person and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (a) shares of common capital stock of the successor or acquiring corporation entity or of the Company Pegasystems (if it is the surviving corporationentity) or (b) any cash, shares of stock cash 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 corporation ("Other Substitute Property") are to be received by or distributed to the holders of Common Stock of the Company Pegasystems who are holders immediately prior to such transaction, transaction then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this WarrantWarrant in accordance with Section 2, the number amount of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Substitute Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable purchasable upon exercise of this Warrant immediately prior to such event (as it may be adjusted) shall be allocated among the shares items of common stock and Other Substitute Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets (and, to the extent still applicable, the shares of Common Stock for which this Warrant was exercisable immediately prior to such transaction) in proportion to the respective fair market values of such items of Substitute Property (and such shares of common stock and Other Property Common Stock) as determined in good faith by the Board of Directors or Chief Financial Officer of Pegasystems, subject to the right of the CompanyMajority Holders to challenge such allocation under Section 13.8. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation entity (if other than the CompanyPegasystems) 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 Pegasystems and all the obligations and liabilities hereunderhereunder (including, without limitation, its obligations under Section 7), subject to such modifications as may be reasonably deemed appropriate agreed upon by Pegasystems (as determined by resolution of or the Board of Directors of successor or acquiring entity) and the Company) Majority Holders in order to provide for appropriate antidilution adjustments of with respect to any shares of the common stock of equity securities included in such successor or acquiring corporation for which this Warrant thus becomes exercisableSubstitute Property, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 43. For purposes Alternatively, upon the request of the Holder of this Section 4.3Warrant accompanied by the surrender of this Warrant, "common stock of the such successor or acquiring corporation" entity shall include stock of issue in its own name a new Warrant reflecting such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 stockmodifications. The foregoing provisions of this Section 4.3 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation or entity (where the Company is not the surviving corporation or entity or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation or entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (a) shares of common stock (or other equity interests) of the successor or acquiring corporation or of the Company (if it is the surviving corporation) entity, or (b) any 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 (or other equity interests) of the successor or acquiring corporation or entity ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock (or, if applicable, the proportion of the equity interests) of the successor or acquiring corporation or entity or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation Common Stock for which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 410. For purposes of this Section 4.310, "“common stock of the successor or acquiring corporation" corporation or entity” shall include stock of such corporation (or equity interests of such entity) of any class that which is not preferred as to dividends or assets over any other class of stock of such corporation and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that which are convertible into or exchangeable for any such stockstock or equity interests, 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 stockstock or equity interests. The foregoing provisions of this Section 4.3 10 shall similarly apply to successive reorganizations, reclassificationreclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a reclassification or redesignation of Common Shares at any time or a change of the Company shall reorganize its capitalCommon Shares for other shares or securities or any other capital reorganization (other than a share dividend, reclassify its capital stocksubdivision or combination referred to in Section 4.1), consolidate or merge a consolidation, amalgamation, arrangement or merger of the Corporation with or into another corporation (where the Company is not the surviving any other corporation or where there is other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any change whatsoever in, reclassification or distribution with respect to, the outstanding Common Stock redesignation of the CompanyCommon Shares or a change of the Common Shares for other shares or securities), or sell, a transfer or otherwise dispose of all or substantially all of its property, the undertaking or assets or business of the Corporation to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), and, pursuant to the terms of such reorganizationCapital Reorganization, reclassification, merger, consolidation or disposition of assets, (a) common shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (b) any 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 shares of the successor or acquiring corporation ("any such consideration other than Common Shares, the “Other Property") ”), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionShares, then the Holder of this Warrant the Warrants shall have the right thereafter to receive, and still accept upon the exercise of this Warrantthe Warrant in lieu of the Warrant Shares to which such Holder was therefore entitled to receive, the number of shares of common stock of Common Shares and the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets Capital Reorganization by a holder of the number of shares of Common Stock for Shares into which this the Warrant is exercisable immediately prior to such event. In . (b) Subject to the prior written approval of the Applicable Canadian Exchange or such eventother principal stock exchange or over-the- counter market on which the Common Shares are then listed or quoted for trading, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant appropriate adjustments shall be allocated among the shares of common stock and Other Property receivable made as a result of any such reorganization, reclassification, merger, consolidation or disposition of assets Capital Reorganization in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors application of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for provisions set forth in this Section 4. For purposes 4.4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 4.34.4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, "common stock other securities or Other Property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation Corporation, acting reasonably and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 stockin good faith. The foregoing provisions of this Section 4.3 4 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assetsCapital Reorganization transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a reclassification or redesignation of Common Shares at any time or a change of the Common Shares into other shares or other securities or any other capital reorganization (other than a share dividend, subdivision or combination referred to in Section 4.1), or a consolidation, amalgamation, arrangement or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving any other corporation or where there is other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any change whatsoever in, reclassification or distribution with respect to, the outstanding Common Stock redesignation of the CompanyCommon Shares or a change of the Common Shares into other securities), or sell, a transfer or otherwise dispose of all or substantially all of its property, the undertaking or assets or business of the Company to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), and, pursuant to the terms of such reorganizationCapital Reorganization, reclassification, merger, consolidation or disposition of assets, (a) common shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (b) any 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 shares of the successor or acquiring corporation ("any such consideration other than common shares, the “Other Property") ”), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionShares, then the Holder of this Warrant shall have the right thereafter to receive, and will accept upon the exercise of this Warrantthe Warrant in lieu of the Common Shares to which the Holder was entitled to receive, the number of common shares of common stock of the successor or acquiring corporation or of and the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets Capital Reorganization by a holder the Holder of the number of shares of Common Stock for Shares into which this the Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. . (b) In case of any such reorganization, reclassification, merger, consolidation Capital Reorganization described in Section 4.4(a) above where Other Property is received or disposition distributed to holders of assetsCommon Shares, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board board of Directors directors of the Company) in order to provide for adjustments of any the common shares of the common stock of such successor or acquiring corporation for into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.3, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 4 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assetsCapital Reorganization transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (ai) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (bii) any 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 corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Warrant Holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrantthe Warrants, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is the Warrants are exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant the Warrants shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 Agreement to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant the Warrants thus becomes become exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 46. For purposes of this Section 4.36.5, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 provisions of this Section 4.3 6.5 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a reclassification or redesignation of Common Shares at any time or a change of the Company shall reorganize its capitalCommon Shares for other shares or securities or any other capital reorganization (other than a share dividend, reclassify its capital stocksubdivision or combination referred to in Section 4.1), consolidate or merge a consolidation, amalgamation, arrangement or merger of the Corporation with or into another corporation (where the Company is not the surviving any other corporation or where there is other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any change whatsoever in, reclassification or distribution with respect to, the outstanding Common Stock redesignation of the CompanyCommon Shares or a change of the Common Shares for other shares or securities), or sell, a transfer or otherwise dispose of all or substantially all of its property, the undertaking or assets or business of the Corporation to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), and, pursuant to the terms of such reorganizationCapital Reorganization, reclassification, merger, consolidation or disposition of assets, (a) common shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (b) any 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 shares of the successor or acquiring corporation ("any such consideration other than Common Shares, the “Other Property") ”), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionShares, then the Holder of this Warrant the Warrants shall have the right thereafter to receive, and still accept upon the exercise of this Warrantthe Warrant in lieu of the Warrant Shares to which such Holder was therefore entitled to receive, the number of shares of common stock of Common Shares and the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets Capital Reorganization by a holder of the number of shares of Common Stock for Shares into which this the Warrant is exercisable immediately prior to such event. In such event. (b) Subject to the prior written approval of the Applicable Canadian Exchange, the aggregate Exercise Price otherwise payable principal stock exchange or over-the- counter market on which the Common Shares are then listed or quoted for the shares of Common Stock issuable upon exercise of this Warrant trading, appropriate adjustments shall be allocated among the shares of common stock and Other Property receivable made as a result of any such reorganization, reclassification, merger, consolidation or disposition of assets Capital Reorganization in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors application of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (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 reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for provisions set forth in this Section 4. For purposes 4.4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 4.34.4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, "common stock other securities or Other Property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation Corporation, acting reasonably and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 stockin good faith. The foregoing provisions of this Section 4.3 4 shall similarly apply to successive reorganizations, reclassification, mergers, consolidations or disposition of assetsCapital Reorganization transactions.