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

Treatment of Warrant upon a Change of Control. If not then exercisable, this Warrant shall become exercisable immediately prior to a Change of Control that occurs prior to December 31, 2025. Each of the following events shall be considered a “Change of Control”: (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization 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, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination). In the event of a Change of Control in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), and the fair market value of one Warrant Share as determined in accordance with Section 1(c) above would be greater than the Exercise Price, and the Warrantholder has not exercised this Warrant pursuant to Section 1(b) above as to all Warrant Shares, then this Warrant (if then exercisable) shall automatically be deemed to be net exercised pursuant to Section 1(c) above as to all Warrant Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection with such net exercise, the Company shall promptly notify the Warrantholder of the number of Warrant Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Warrant Share as determined in accordance with Section 1(c) above would be less than the Exercise Price, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.

Treatment of Warrant upon a Change of Control. If not then exercisable, this Warrant shall become exercisable immediately prior to a Change of Control that occurs prior to December 31, 2025. Each of the following events shall be considered a “Change of Control”: (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization 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, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination). In the event of a Change of Control in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), and the fair market value of one Warrant Share as determined in accordance with Section 1(c) above would be greater than the Exercise Price, and the Warrantholder has not exercised this Warrant pursuant to Section 1(b) above as to all Warrant Shares, then this Warrant (if then exercisable) shall automatically be deemed to be net exercised pursuant to Section 1(c) above as to all Warrant Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection with such net exercise, the Company shall promptly notify the Warrantholder of the number of Warrant Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Warrant Share as determined in accordance with Section 1(c) above would be less than the Exercise Price, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.