Common use of Adjustment Due to Merger, Consolidation, Etc Clause in Contracts

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Class A Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Class A Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Class A Common Stock immediately prior to such Corporate Change. If holders of Class A Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after prior to the Original Issuance Date-------------------------------------------- Conversion of all of the Preferred Shares, there shall be (i) any reclassification merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or change other similar event, as a result of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted shall be changed into other securities the same or property; or (v) any distribution a different number of shares of the Corporation’s assets to holders same or another class or classes of stock or securities of the Common Stock as a liquidation Corporation or partial liquidation dividend or by way of return of capital another entity (each of (i) - (v) above being a “Corporate Change”an "Exchange Transaction"), and, if then such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the -------------------- Holder shall (A) upon the consummation of such Exchange Transaction, have the right thereafter to receive, upon exercise with respect to any shares of this WarrantCommon Stock then held by such Holder, or which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and kind type of securitiesconsideration (including without limitation, cash or property stock, securities and/or other assets) and on the same terms as it a holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction (the "Exchange Consideration"), and (B) upon the ---------------------- Conversion of Preferred Shares occurring subsequent to the consummation of such Exchange Transaction (a "Subsequent Conversion"), have the right to receive the --------------------- Exchange Consideration which such Holder would have been entitled to receive upon the occurrence of in connection with such Corporate Change if it Exchange Transaction had been, such shares been converted immediately prior to such Corporate Change, Exchange Transaction at the holder of Conversion Price applicable on the number of shares of Warrant Stock then issuable upon exercise in full of this WarrantConversion Date relating to such Subsequent Conversion, and in any such case, case appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the such Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in provisions for the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Conversion Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value and of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value number of the Common Stock immediately prior to such Corporate Change. If holders shares of Common Stock are given issuable upon a Conversion) shall thereafter be applicable as nearly as may be practicable in relation to any choice as securities thereafter deliverable upon the Conversion of such Preferred Shares. The Corporation shall not effect any Exchange Transaction unless (i) it first gives to the securitieseach Holder twenty (20) days prior written notice of such Exchange Transaction (an "Exchange Notice"), cash or property to be received in and makes a Corporate Change, then the Holder shall be given public announcement of such --------------- event at the same choice as to time that it gives such notice (it being understood that the consideration it receives upon any exercise filing by the Corporation of a Form 8-K for the purpose of disclosing the anticipated consummation of the Exchange Transaction shall constitute an Exchange Notice for purposes of this Warrant following such Corporate Changeprovision) and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this subparagraph 6(c), and under the Securities Purchase Agreement and the Registration Rights Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Exercise Price so that the Warrant Exercise Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Datedate hereof, there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5Section 6(a), then the Holder Holders shall thereafter have the right thereafter to receivereceive upon conversion, upon exercise in lieu of this Warrantthe shares of Common Stock otherwise issuable, the same amount and kind such shares of securitiesstock, cash or securities and/or other property as it would have been entitled to receive upon the occurrence of issued or payable in such Corporate Change if it had been, immediately prior with respect to such Corporate Change, the holder of or in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise in full of this Warrantconversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the Series E Preferred Stock then outstanding) shall be made with respect to the rights and interests of the Holder Holders to the end that the economic value of the Warrant shares of Series E Preferred Stock is are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of the Warrant Conversion Price for each share of Series E Preferred Stock so that the Warrant Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change between the Conversion Price and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change).

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Datedate hereof, there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5Section 6(a), then the Holder Holders shall thereafter have the right thereafter to receivereceive upon conversion, upon exercise in lieu of this Warrantthe shares of Common Stock otherwise issuable, the same amount and kind such shares of securitiesstock, cash or securities and/or other property as it would have been entitled to receive upon the occurrence of issued or payable in such Corporate Change if it had been, immediately prior with respect to such Corporate Change, the holder of or in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise in full of this Warrantconversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the Series D Preferred Stock then outstanding) shall be made with respect to the rights and interests of the Holder Holders to the end that the economic value of the Warrant shares of Series D Preferred Stock is are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of the Warrant Conversion Price for each share of Series D Preferred Stock so that the Warrant Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change between the Conversion Price and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change).

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Initial Tranche Closing Date but prior to either the Three Month Reset Date or the Six Month Reset Date, as the case may be, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged"Reset Transaction"), (iii) any sale or transfer as a result of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders Company shall be changed into (or the shares of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter become entitled to receive, upon exercise of this Warrant, ) the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the a different number of shares of Warrant Stock then issuable upon exercise in full the same or another class or classes of this Warrantstock or securities of the Company or another entity, and in then, prior to the consummation of any such caseReset Transaction, the Company will make appropriate provisions provision (in form and substance reasonably satisfactory to the HolderSubscriber) to insure that the Subscriber shall be made thereafter have the right to acquire and receive, upon the basis and upon the terms and conditions specified herein and in lieu of or addition to (as the case may be) the shares of Common Stock theretofore issuable upon such Three Month Reset Date or Six Month Reset Date, as the case may be, such stock, securities and/or other assets that would have been issued or payable in such Reset Transaction with respect to or in exchange for the number of shares of Common Stock which would have been acquirable or receivable upon the Three Month Reset Date or Six Month Reset Date, as the case may be, had such Reset Transaction not taken place. In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to the Subscriber) with respect to the Subscriber's rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and insure that the provisions hereof of this Section 2.2.7(b) and Section 2.2.2 will thereafter be enforceable and to give appropriate effect to the reset provisions in Section 2.2.2(a) and Section 2.2.2(b) (including, without limitation, in the case of any such consolidation, merger or sale Reset Transaction in which the successor entity or purchasing entity is not other than the IssuerCompany, an immediate adjustment revision of the Warrant Initial Tranche Share Price so that to reflect the Warrant Price immediately after price of the Corporate Change reflects the same relative value as compared to the value common stock of the surviving entity’s entity and the market in which such common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Changeis traded). If holders of Common Stock are given The Company shall not effect any choice as to the securities, cash or property to be received transaction described in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.Section

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Datewhen any Series H Preferred Stock is issued and outstanding, there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder holders of Series H Preferred Stock shall thereafter have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon conversion, in lieu of the occurrence shares of Common Stock immediately theretofore issuable (without giving effect to any limitations upon conversion imposed by Article IV.C), such Corporate Change if it had beenshares of stock, immediately prior securities and/or other property as may be issued or payable with respect to such Corporate Change, the holder of or in exchange for the number of shares of Warrant Common Stock then immediately theretofore issuable upon exercise in full conversion (without giving effect to any limitations upon conversion imposed by Article IV.C) had such merger, consolidation, exchange of this Warrantshares, recapitalization, reorganization or other similar event not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder holders of the Series H Preferred Stock to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate provisions for adjustment of the Warrant Conversion Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value and of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value number of the Common Stock immediately prior to such Corporate Change. If holders shares of Common Stock are given issuable upon conversion of the Series H Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any choice as shares of stock or securities thereafter deliverable upon the conversion thereof. The Corporation shall not effect any transaction described in this Paragraph C unless (i) each holder of Series H Preferred Stock has received written notice of such transaction at least thirty (30) days prior thereto, but in no event later than ten (10) days prior to the securitiesrecord date for the determination of shareholders entitled to vote with respect thereto, cash and (ii) the resulting successor or property to be received in a Corporate Change, then acquiring entity (if not the Holder shall be given Corporation) assumes by written instrument the same choice as to the consideration it receives upon any exercise obligations of this Warrant following Paragraph C. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series H Preferred Stock outstanding as of the date of such Corporate Changetransaction, and shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Issue Date, there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation consolidation, merger or merger acquisition of the Corporation with or by any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “"Corporate Change”"), andthen the Holders of the Notes shall thereafter have the right to receive upon conversion, if in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change is not a Liquidation Event pursuant with respect to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise conversion (without giving effect to the limitations contained in full of this WarrantSection 3.3) had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of the Warrant Conversion Price so that the Warrant Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed immediately prior to between such Corporate Change Conversion Price and the value of the Corporation's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. If holders The Corporation shall not effect any Corporate Change unless (i) each Holder of the Notes has received written notice of such transaction at least 30 days prior thereto, but in no event later than 20 days prior to the record date for the determination of stockholders entitled to vote with respect thereto, and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Notes then outstanding) the obligations of the Notes. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock are given any choice authorized and available for issuance upon conversion of the Notes outstanding as of the date of such transaction, and shall similarly apply to the securitiessuccessive reclassifications, cash consolidations, mergers, sales, transfers or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Changeshare exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after prior to ---------------------------------------------- the Original Issuance DateConversion of all of the Preferred Shares, there shall be (i) any reclassification merger, consolidation, exchange of shares, recapitalization, reorganization, redemption or change other similar event, as a result of the outstanding which shares of Common Stock, (ii) any consolidation Stock shall be changed into the same or merger a different number of shares of the Corporation with any other same or another class or classes of stock or securities of the Company or another entity (other than or there is a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all the Company's assets, then each such Holder shall thereafter have the right to receive upon Conversion of the assets Preferred Shares held by it and in lieu of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into immediately theretofore issuable upon conversion, such stock, securities and/or other securities or property; or assets (v) any distribution the "Change of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”Control Consideration"), andif any, if which such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it ------------------------------- would have been entitled to receive upon the occurrence of in such Corporate Change if it transaction had been, such Preferred Shares been converted immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warranttransaction, and in any such case, case appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the such Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in provisions for the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Conversion Price and of the number of shares issuable upon a Conversion) shall thereafter be applicable as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise hereof. The Company shall not effect any transaction described in this paragraph B unless (i) it first gives to the Holder no less than twenty (20) days' prior written notice of such merger, consolidation, exchange of shares, recapitalization, reorganization, redemption or other similar event, and makes a public announcement of such event at the same time that it gives such notice and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligations of the Company under this Certificate, including the terms of this paragraph B. Notwithstanding the provisions of paragraph II.A. above, in the event that the Company delivers a notice of a merger, consolidation, exchange of shares, recapitalization, reorganization, redemption or other similar event to each Holder which specifies an effective date therefor which is prior to the Initial Conversion Date, each Holder shall have the right to convert, from time to time following the delivery of such notice to such Holder, any or all of the Preferred Shares held by it, so that such Holder shall be entitled to receive the Warrant Price immediately after the Corporate Change reflects the same relative value as compared of Control Consideration with respect to the value of the surviving entity’s common stock that existed immediately any Conversion Shares which it received pursuant to a Conversion occurring prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Changeeffective date.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of o Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after prior to the Original Issuance Date-------------------------------------------- Conversion of all of the Preferred Shares, there shall be (i) any reclassification merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or change other similar event, as a result of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted shall be changed into other securities the same or property; or (v) any distribution a different number of shares of the Corporation’s assets to holders same or another class or classes of stock or securities of the Common Stock as a liquidation Corporation or partial liquidation dividend or by way of return of capital another entity (each of (i) - (v) above being a “Corporate Change”an "Exchange Transaction"), and, if then such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the -------------------- Holder shall (A) upon the consummation of such Exchange Transaction, have the right thereafter to receive, upon exercise with respect to any shares of this WarrantCommon Stock then held by such Holder, or which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and kind type of securitiesconsideration (including without limitation, cash or property stock, securities and/or other assets) and on the same terms as it a holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction (the "Exchange Consideration"), and (B) upon the ---------------------- Conversion of Preferred Shares occurring subsequent to the consummation of such Exchange Transaction (a "Subsequent Conversion"), have the right to receive the --------------------- Exchange Consideration which such Holder would have been entitled to receive upon the occurrence of in connection with such Corporate Change if it Exchange Transaction had been, such shares been converted immediately prior to such Corporate Change, Exchange Transaction at the holder of Conversion Price applicable on the number of shares of Warrant Stock then issuable upon exercise in full of this WarrantConversion Date relating to such Subsequent Conversion, and in any such case, case appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the such Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in provisions for the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Conversion Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value and of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value number of the Common Stock immediately prior to such Corporate Change. If holders shares of Common Stock are given issuable upon a Conversion) shall thereafter be applicable as nearly as may be practicable in relation to any choice as securities thereafter deliverable upon the Conversion of such Preferred Shares. The Corporation shall not effect any Exchange Transaction unless (i) it first gives to the securitieseach Holder twenty (20) days prior written notice of such Exchange Transaction (an "Exchange Notice"), cash or property to be received in and makes a Corporate Change, then the Holder shall be given public announcement of such --------------- event at the same choice as to time that it gives such notice (it being understood that the consideration it receives upon any exercise filing by the Corporation of a Form 8-K for the purpose of disclosing the anticipated consummation of the Exchange Transaction shall constitute an Exchange Notice for purposes of this Warrant following such Corporate Changeprovision) and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument the obligations of the Corporation hereunder, including the terms of this subparagraph 6(c), and under the Exchange Agreement and the Registration Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Closing Date, there shall be (a "Major Transaction") (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder holders of Series A Preferred Stock shall thereafter have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon conversion, in lieu of the occurrence shares of Common Stock immediately theretofore issuable (without regard to any conversion limitations herein contained),the greater of (in such Corporate Change if it had beenholder's sole discretion) (a) such shares of stock, immediately prior securities and/or other property as may be issued or payable with respect to such Corporate Change, the holder of or in exchange for the number of shares of Warrant Common Stock then immediately theretofore issuable upon exercise in full conversion (without regard to any conversion limitations herein contained) had such merger, consolidation, exchange of this Warrantshares, and recapitalization, reorganization or other similar event not taken place, or (b) 125% of the Face Amount per share being so converted. In the event of any Major Transaction, thus in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder holders of the Series A Preferred Stock to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate provisions for adjustment of the Warrant Conversion Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value and of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value number of the Common Stock immediately prior to such Corporate Change. If holders shares of Common Stock are given issuable upon conversion of the Series A Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any choice as shares of stock or securities thereafter deliverable upon the conversion thereof. The Corporation shall not effect any transaction described in this Paragraph C unless (i) each holder of Series A Preferred Stock has received written notice of such transaction at least thirty (30) days prior thereto, but in no event later than ten (10) days prior to the securitiesrecord date for the determination of shareholders entitled to vote with respect thereto; provided, cash or property however, that the Corporation shall not be required to be received in disclose any material inside information to a Corporate Change, then the Holder shall be given the same choice as holder of Series A Preferred Stock prior to the consideration it receives upon any exercise of this Warrant following such Corporate Change.public disclosure thereof, and (ii) the resulting successor or acquiring entity (if not the

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, If there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “"Corporate Change”"), andthen the Holders of the Notes shall thereafter have the right to receive upon conversion, if in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change is not a Liquidation Event pursuant with respect to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise in full of this Warrantconversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the principal amount of the Notes then outstanding) shall be made with respect to the rights and interests of the Holder Holders of the Notes to the end that the economic value of the Warrant Stock is Notes are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of to the Warrant Conversion Price so that the Warrant Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed immediately prior to such Corporate Change between the Conversion Price and the value of the Corporation's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. If holders The Corporation shall not effect any Corporate Change unless (i) each Holder of the Notes has received written notice of such transaction at least 30 days prior thereto, but in no event later than 20 days prior to the record date for the determination of shareholders entitled to vote with respect thereto and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonably satisfactory to the Majority Holders) the obligations of the Notes. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock are given any choice authorized and available for issuance upon conversion of the Notes outstanding as of the date of such transaction, and shall similarly apply to the securitiessuccessive reclassifications, cash consolidations, mergers, sales, transfers or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Changeshare exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after prior to the Original Issuance DateConversion of all of the outstanding Preferred Shares, there shall be (i) any reclassification merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or change other similar event, as a result of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted shall be changed into other securities the same or property; or (v) any distribution a different number of shares of the Corporation’s assets to holders same or another class or classes of stock or securities of the Common Stock as a liquidation Corporation or partial liquidation dividend or by way of return of capital another entity (each of (i) - (v) above being a “Corporate Change”an "Exchange Transaction"), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the each Holder shall (A) upon the consummation of such Exchange Transaction, have the right thereafter to receive, upon exercise with respect to any shares of this WarrantCommon Stock then held by such Holder, or which such Holder is then entitled to receive pursuant to a Conversion Notice previously delivered by such Holder (and without regard to whether such shares contain a restrictive legend or are freely-tradable), the same amount and kind type of securitiesconsideration (including without limitation, cash or property stock, securities and/or other assets) and on the same terms as it a holder of shares of Common Stock would be entitled to receive in connection with the consummation of such Exchange Transaction (the "Exchange Consideration"), and (B) upon the Conversion of Preferred Shares occurring subsequent to the consummation of such Exchange Transaction (a "Subsequent Conversion"), have the right to receive the Exchange Consideration which such Holder would have been entitled to receive upon the occurrence of in connection with such Corporate Change if it Exchange Transaction had been, such Preferred Shares been converted immediately prior to such Corporate Change, Exchange Transaction at the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this WarrantConversion Price applicable to such Subsequent Conversion, and in any such case, case appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder Holders to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares of Common Stock issuable upon a Conversion) shall thereafter be applicable as nearly as may be practicable in relation to any securities thereafter deliverable upon the Conversion of Preferred Shares. The Corporation shall not effect any Exchange Transaction unless (i) it (or, in the case of any a tender offer, the offering party) first gives to each Holder twenty (20) days prior written notice of such consolidationExchange Transaction (an "Exchange Notice"), merger and makes a public announcement of such event at the same time that it gives such notice (it being understood that the filing by the Corporation of a Form 8-K with the Securities and Exchange Commission for the purpose of disclosing the anticipated consummation of the Exchange Transaction shall constitute an Exchange Notice for purposes of this provision) and (ii) the resulting successor or sale in which the successor acquiring entity or purchasing entity is (if not the Issuer, an immediate adjustment Corporation) assumes by written instrument the obligations of the Warrant Price so that Corporation hereunder, including the Warrant Price immediately after terms of this subparagraph 5(c), and under the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change Securities Purchase Agreement and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate ChangeRegistration Rights Agreement.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after when Series A Preferred Stock is issued and outstanding and prior to the Original Issuance Dateconversion of all Series A Preferred Stock, there shall be (i) any reclassification merger, consolidation, exchange of shares, recapitalization, reorganization, or change other similar event, as a result of the outstanding which shares of Common Stock, (ii) any consolidation or merger Stock of the Corporation with any other entity (other than shall be changed into the same or a merger in which different number of shares of another class or classes of stock or securities of the Corporation is the surviving or continuing entity and its capital stock is unchanged)another entity, (iii) or in case of any sale or transfer conveyance of all or substantially all of the assets of the Corporation other than in connection with a plan of complete liquidation of the Corporation, (iv) any share exchange or tender offer pursuant then the holders of Series A Preferred Stock shall thereafter have the right to which all receive upon conversion of the outstanding Series A Preferred Stock, upon the bases and upon the terms and conditions specified herein and in lieu of the shares of Common Stock are effectively converted into other immediately theretofore issuable upon conversion, such stock, securities or property; or (v) any distribution of assets which the Corporation’s assets to holders of the Common Series A Preferred Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon in such transaction had the occurrence of such Corporate Change if it had been, Series A Preferred Stock been converted in full (without regard to any limitations on conversion contained herein) immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warranttransaction, and in any such case, case appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder holders of Series A Preferred Stock to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate provisions for adjustment of the Warrant Conversion Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value and of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value number of the Common Stock immediately prior to such Corporate Change. If holders shares of Common Stock are given issuable upon conversion of the Series A Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any choice as securities or assets thereafter deliverable upon the conversion of Series A Preferred Stock. The Corporation shall not effect any transaction described in this subsection (b) unless (a) it first gives, to the securitiesextent practical, cash thirty (30) days' prior written notice (but in any event at least fifteen (15) days prior written notice) of such merger, consolidation, exchange of shares, recapitalization, reorganization or property to be received in a Corporate Change, then other similar event or sale of assets (during which time the Holder holders of Series A Preferred Stock shall be given entitled to convert the same choice as to Series A Preferred Stock) and (b) the consideration it receives upon any exercise resulting successor or acquiring entity (if not the Corporation) assumes by written instrument the obligations of this Warrant following such Corporate Changesubsection (b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Closing Date but prior to either the Effective Date, the Three Month Reset Date, the Nine Month Reset Date, or any Late Registration Reset Date, as the case may be, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged"Reset Transaction"), (iii) any sale or transfer as a result of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders Company shall be changed into (or the shares of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter become entitled to receive, upon exercise of this Warrant, ) the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the a different number of shares of Warrant Stock then issuable upon exercise in full the same or another class or classes of this Warrantstock or securities of the Company or another entity, and in then, prior to the consummation of any such caseReset Transaction, the Company will make appropriate provisions provision (in form and substance reasonably satisfactory to the HolderSubscriber) to insure that the Subscriber shall be made thereafter have the right to acquire and receive, upon the basis and upon the terms and conditions specified herein and in lieu of or addition to (as the case may be) the shares of Common Stock theretofore issuable upon such Effective Date, Three Month Reset Date, Nine Month Reset Date or Late Registration Reset Date, as the case may be, such stock, securities and/or other assets that would have been issued or payable in such Reset Transaction with respect to or in exchange for the number of shares of Common Stock which would have been acquirable or receivable on such Effective Date, Three Month Reset Date, Nine Month Reset Date or Late Registration Reset Date, as the case may be, had such Reset Transaction not taken place. In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to the Subscriber) with respect to the Subscriber's rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and insure that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.Section 1.5(b) and

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Issue Date, there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “"Corporate Change”"), andthen the Holders of the Debentures shall thereafter have the right to receive upon conversion, if in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change is not a Liquidation Event pursuant with respect to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise conversion (without giving effect to the limitations contained in full of this WarrantArticle III.C) had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the principal amount of the Debentures then outstanding) shall be made with respect to the rights and interests of the Holder Holders of the Debentures to the end that the economic value of the Warrant Stock is Debentures are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of the Warrant Price each Fixed Amount so that the Warrant Price each Fixed Amount immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed between such Fixed Amount and the value of the Corporation's Common Stock immediately prior to such Corporate Change and an immediate revision to the value Variable Conversion Price so that it is determined as provided in Article II.H but based on the price of the Common Stock immediately common stock of the surviving entity and the market in which such common stock is traded) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. The Corporation shall not effect any Corporate Change unless (i) each Holder of the Debentures has received written notice of such transaction at least 45 days prior thereto, but in no event later than 20 days prior to such Corporate Changethe record date for the determination of shareholders entitled to vote with respect thereto, and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Debentures then outstanding) the obligations of the Debentures. If holders The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock are given any choice authorized and available for issuance upon conversion of the Debentures outstanding as of the date of such transaction, and shall similarly apply to the securitiessuccessive reclassifications, cash consolidations, mergers, sales, transfers or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Changeshare exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, If there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “"Corporate Change”"), andthen the Holders of the Notes shall thereafter have the right to receive upon conversion, if in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change is not a Liquidation Event pursuant with respect to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise in full of this Warrantconversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the principal amount of the Notes then outstanding) shall be made with respect to the rights and interests of the Holder Holders of the Notes to the end that the economic value of the Warrant Stock is Notes are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of to the Warrant Conversion Price so that the Warrant Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed immediately prior to such Corporate Change between the Conversion Price and the value of the Corporation's Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.Corporate

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Series D Preferred Stock or Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Series D Preferred Stock or Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Series D Preferred Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (vi)—(v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Series D Preferred Stock immediately prior to such Corporate Change. If holders of Common Series D Preferred Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s 's assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “"Corporate Change”"), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation Issuer with any other entity (other than a merger in which the Corporation Issuer is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the CorporationIssuer, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the CorporationIssuer’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), and, if such Corporate Change is not a Liquidation Event pursuant to the terms of Paragraph 5, and then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, If there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “Corporate Change”"CORPORATE CHANGE"), andthen the Holders of the Notes shall thereafter have the right to receive upon conversion, if in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change is not a Liquidation Event pursuant with respect to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise in full of this Warrantconversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the principal amount of the Notes then outstanding) shall be made with respect to the rights and interests of the Holder Holders of the Notes to the end that the economic value of the Warrant Stock is Notes are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of to the Warrant Conversion Price so that the Warrant Conversion Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed immediately prior to such Corporate Change between the Conversion Price and the value of the Corporation's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. If holders The Corporation shall not effect any Corporate Change unless (i) each Holder of the Notes has received written notice of such transaction at least 30 days prior thereto, but in no event later than 20 days prior to the record date for the determination of shareholders entitled to vote with respect thereto and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonably satisfactory to the Majority Holders) the obligations of the Notes. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock are given any choice authorized and available for issuance upon conversion of the Notes outstanding as of the date of such transaction, and shall similarly apply to the securitiessuccessive reclassifications, cash consolidations, mergers, sales, transfers or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Changeshare exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Issue Date, there shall be (i) any reclassification or change of the outstanding shares of Common StockStock (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 subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, Corporation or (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital property (each of (i) - (viv) above being a “"Corporate Change”"), andthen the Holders of the Notes shall thereafter have the right to receive upon conversion, if in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change is not a Liquidation Event pursuant with respect to the terms of Paragraph 5, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of in exchange for the number of shares of Warrant Common Stock then which would have been issuable upon exercise conversion (without giving effect to the limitations contained in full of this WarrantArticle III.D) had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the HolderHolders of a majority of the principal amount of the Notes then outstanding) shall be made with respect to the rights and interests of the Holder Holders of the Notes to the end that the economic value of the Warrant Stock is Notes are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the IssuerCorporation, an immediate adjustment of the Warrant Price each Fixed Amount so that the Warrant Price each Fixed Amount immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s 's common stock that existed between such Fixed Amount and the value of the Corporation's Common Stock immediately prior to such Corporate Change and an immediate revision to the value Variable Conversion Price so that it is determined as provided in Article II.H but based on the price of the Common Stock immediately common stock of the surviving entity and the market in which such common stock is traded) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. The Corporation shall not effect any Corporate Change unless (i) each Holder of the Notes has received written notice of such transaction at least 30 days prior thereto, but in no event later than 20 days prior to the record date for the determination of stockholders entitled to vote with respect thereto, (ii) if required by Section 4(h) of the Securities Purchase Agreement, the consent of Purchasers (as defined in the Securities Purchase Agreement) shall have been obtained in accordance with such Corporate ChangeSection 4(h), and (iii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonably satisfactory to the Holders of a majority of the principal amount of the Notes then outstanding) the obligations of the Notes. If holders The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock are given any choice authorized and available for issuance upon conversion of the Notes outstanding as of the date of such transaction, and shall similarly apply to the securitiessuccessive reclassifications, cash consolidations, mergers, sales, transfers or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Changeshare exchanges.