(e) Adjustment to Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Companys assets to another Person or (v) other similar transaction (other than any such transaction covered by Section 4(d)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities, assets or cash with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities, assets or cash of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holders rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The provisions of this Section 4(d) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.
(f) Notice of Adjustment to the Holder. Whenever the number of Warrant Shares is adjusted pursuant to any provision of this Section 4, the Company shall promptly deliver to each Holder a notice setting forth the number of Warrant Shares for which this Warrant may be exercised after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
5. Purchase Rights; Preemptive Rights.
(a) In addition to any adjustments pursuant to Section 4 above, if at any time prior to a Qualified IPO the Company grants, issues or sells any shares of Common Stock, Options, Convertible Securities, shares of any class of preferred stock or rights to purchase stock, warrants, securities or other property pro rata to the record holders of Common Stock (the Purchase Rights), then the Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. Anything herein to the contrary notwithstanding, the Holder shall not be entitled to the Purchase Rights granted herein with respect to any Excluded Issuance.
(b) The Company hereby grants to the Holder a right to purchase its Pre-emptive Pro Rata portion of any New Securities that the Company may from time to time propose to issue or sell to any party; provided, that the provisions of this Section 5(b) shall not apply to (i) any Excluded Issuance, (ii) any issuance of New Securities that is not for the primary purpose of raising capital or (iii) any issuance of New Securities at or above the Baseline Price pursuant to the ongoing offering of unregistered Common Stock to accredited investors under the Section 506 Regulation D retail offering, consistent with past practice.