Common use of Adjustment for Reorganization, Consolidation, Merger Clause in Contracts

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with with, merge into, or merge enter into a share exchange with, another corporation or entity (the “Successor Entity”) or convey all or substantially all of its assets to another corporation or entityother similar event, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2)Holder shall be entitled to receive, at any time on or after the consummation of such recapitalization, reorganization, consolidation, merger merger, share exchange or conveyanceother similar event, shall be entitled to receive, at the option of the Warrant Holder, either (a) warrants or other securities exercisable or convertible into common stock of the Successor Entity, or (b) in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummationcontemplated by clause (a) hereof, the cash, stock or other securities or property to which the Warrant Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, merger merger, share exchange or conveyance other similar event, if the Warrant Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, thereto at the Exercise Price. The Company covenants and the successor or purchasing corporation or entity agrees that any Successor Entity in such reorganization, consolidation, merger merger, share exchange or conveyance other similar event (if other than the Company) shall duly execute and deliver to the Warrant Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the cash, shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger merger, share exchange or conveyanceother similar event.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, case the Company (or any such corporation or entity) shall consolidate with or merge into another corporation one or entity more other corporations or convey all or substantially all entities which results in a change of its assets to another corporation or entitythe Warrant Stock (each, a “Reorganization Event”), then, and in each such case, the Registered Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event, shall be entitled to receive, in lieu of the stock or other securities and property receivable that the Registered Holder, would have been entitled to receive upon the such exercise of this Warrant prior to such consummationReorganization Event, the stock or other securities or property to which the Holder Registered Holder, would have been entitled to receive upon the consummation of such reorganizationReorganization Event if, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior theretoto such Reorganization Event, the Registered Holder, had completed such exercise of this Warrant, all subject to further adjustment as provided in this Warrant, and . If after such Reorganization Event the successor or purchasing Warrant is exercisable for securities of a corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) , then such corporation or entity shall duly execute and deliver to the Holder Registered Holder, a supplement hereto acknowledging such corporation's ’s or other entity's ’s obligations under this Warrant; , and in each such case, case the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event.

Adjustment for Reorganization, Consolidation, Merger. (a) In case of any recapitalization or reorganization of the Company or (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or b) in case, after such date, case the Company (or any such corporation or entity) shall consolidate with or merge into another corporation one or entity more other corporations or convey all or substantially all entities which results in a change of its assets to another corporation or entitythe Warrant Stock (each, a “Reorganization Event”), then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, Reorganization Event shall be entitled to receive, in lieu of the stock or other securities and property receivable that Holder would have been entitled to receive upon the such exercise of this Warrant prior to such consummationReorganization Event, the stock or other securities or property to which the Holder would have been entitled to receive upon the consummation of such reorganizationReorganization Event if, consolidationimmediately prior to such Reorganization Event, merger or conveyance if the Holder had exercised completed such exercise of this Warrant immediately prior theretoWarrant, all subject to further adjustment as provided in this Warrant. If after such Reorganization Event, and the successor or purchasing Warrant is exercisable for securities of a corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) , then such corporation or entity shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's ’s or other entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, case the Company (or any such corporation or entity) shall consolidate with or merge into another corporation one or entity more other corporations or convey all or substantially all entities which results in a change of its assets to another corporation or entitythe Warrant Shares (each, a “Reorganization Event”), then, and in each such case, the Registered Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event, shall be entitled to receive, in lieu of the stock shares or other securities and property receivable that Registered Holder, would have been entitled to receive upon the such exercise of this Warrant prior to such consummationReorganization Event, the stock shares or other securities or property to which the Holder Registered Holder, would have been entitled to receive upon the consummation of such reorganizationReorganization Event if, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior theretoto such Reorganization Event, Registered Holder, had completed such exercise of this Warrant, all subject to further adjustment as provided in this Warrant, and . If after such Reorganization Event the successor or purchasing Warrant is exercisable for securities of a corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) , then such corporation or entity shall duly execute and deliver to the Holder Registered Holder, a supplement hereto acknowledging such corporation's ’s or other entity's ’s obligations under this Warrant; , and in each such case, case the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Warrant Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Warrant Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Warrant Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Warrant Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise of this Warrant), ) after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the . The successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in . In each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Warrant Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Warrant Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Warrant Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Warrant Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. (a) In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this the Warrant), ) after the date of on which this WarrantWarrant is first issued (the "Issuance Date"), or in case, after such date, the Company (or any such corporation or entityother corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, then and in each such case, case the HolderWarrantholder, upon the exercise of this the Warrant (as provided in Section 2), 1.2 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this the Warrant prior to such consummation, the stock or other securities or property to which the Holder Warrantholder would have been entitled upon the such consummation of such reorganization, consolidation, merger or conveyance if the Holder Warrantholder had exercised this or converted the Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant Warrant, including the exercise provisions of Section 1.2, shall be applicable to the shares of stock or other securities or property receivable upon the exercise or conversion of this the Warrant after the consummation of such reorganization, consummation. (b) The Company shall not effect any consolidation, merger or conveyanceconveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument, in form and substance satisfactory to the Warrantholder, executed and delivered in accordance with Section 5.4 hereof, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder is entitled to purchase. (c) If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to consummation of such consolidation, merger or sale the Warrantholder shall have been given a reasonable opportunity to then elect to receive either the stock, securities or assets then issuable upon the exercise or conversion of the Warrant or, if different, the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer, computed as though the Warrantholder hereof had been, at the time

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this WarrantIssue Date, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or other entity, then, and in each such case, the HolderRegistered Holder of this Warrant, upon the any permitted exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the such Registered Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 5, and the successor or purchasing corporation or other entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Registered Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant (including the exercisability, transfer and adjustment provisions of this Warrant) shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with with, merge into, or merge enter into a share exchange with, another corporation or entity (the “Successor Entity”) or convey all or substantially all of its assets to another corporation or entityother similar event, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, Holder shall be entitled to receive, at any time on or after the consummation of such recapitalization, reorganization, consolidation, merger, share exchange or other similar event, at the option of the Warrant Holder, either (a) warrants or other securities exercisable or convertible into common stock of the Successor Entity, or (b) in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummationcontemplated by clause (a) hereof, the cash, stock or other securities or property to which the Warrant Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, merger merger, share exchange or conveyance other similar event, if the Warrant Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, thereto at the Exercise Price. The Company covenants and the successor or purchasing corporation or entity agrees that any Successor Entity in such reorganization, consolidation, merger merger, share exchange or conveyance other similar event (if other than the Company) shall duly execute and deliver to the Warrant Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the cash, shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger merger, share exchange or conveyanceother similar event.

Adjustment for Reorganization, Consolidation, Merger. In Except as provided in Section 4 (Early Expiration), in case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company Borrower (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise conversion of this WarrantNote), after the date of this WarrantNote, or in case, after such date, the Company Borrower (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise conversion of this Warrant (as provided in Section 2), Note at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantNote, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the CompanyBorrower) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's ’s or entity's ’s obligations under this WarrantNote; and in each such case, the terms of this Warrant Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In Except as provided in Section 2.3 above, in case of any reorganization recapitalization, reorganization, consolidation or merger of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all Warrant other than a Change of its assets to another corporation or entity, then, and in each such caseControl, the Holder, upon the exercise of this Warrant (as provided in Section 2)accordance with its terms, at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or same securities, cash and/or other securities or property to which the Holder would have been entitled to receive upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in casecase of a Merger and Acquisition (each, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitya “Reorganization Event”), then, and in each such case, the Registered Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event, shall be entitled to receive, in lieu of the stock shares or other securities and property receivable that Registered Holder, would have been entitled to receive upon the such exercise of this Warrant prior to such consummationReorganization Event, the stock shares or other securities or property to which the Holder Registered Holder, would have been entitled to receive upon the consummation of such reorganizationReorganization Event if, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior theretoto such Reorganization Event, Registered Holder, had completed such exercise of this Warrant, all subject to further adjustment as provided in this Warrant, and . If after such Reorganization Event the successor or purchasing Warrant is exercisable for securities of a corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) , then such corporation or entity shall duly execute and deliver to the Holder Registered Holder, a supplement hereto acknowledging such corporation's ’s or other entity's ’s obligations under this Warrant; , and in each such case, case the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event.

Adjustment for Reorganization, Consolidation, Merger. In case the event of any reorganization not considered a Change of Control Transaction of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise conversion of this Warrant), Note) after the date of this WarrantNote, or in casethe event, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitywhere such transaction is not considered a Change of Control Transaction, then, and in each such case, the HolderNoteholder, upon the exercise conversion of this Warrant Note (as provided in Section 2), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder such Noteholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder such holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 4, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder Noteholder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in Note. In each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.the

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the upon exercise of this a Warrant), after the date of this Warrant, ) or in case, after such date, case the Company (or any such corporation or entityother corporation) shall merge into or with or consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entityenter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the same or another corporation, then, then and in each such case, the HolderRegistered Holder of a Warrant, upon the exercise of this Warrant (as provided in Section 2), the purchase right at any time after the consummation of such reorganization, consolidation, merger merger, conveyance or conveyancecombination, shall be entitled to receive, in lieu of the stock Shares or other securities to which such Registered Holder would have been entitled had he exercised the purchase right immediately prior thereto, such stock and property securities which such Registered Holder would have owned immediately after such event with respect to the Shares and other securities for which a Warrant may have been exercised immediately before such event had the Warrant been exercised immediately prior to such event. In each case of an adjustment in the Shares or other securities receivable upon the exercise of this Warrant prior to such consummationa Warrant, the stock or other securities or property to which Company shall promptly notify the Registered Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if adjustment. Such notice shall set forth the Holder had exercised this Warrant immediately prior thereto, all subject to further facts upon which such adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceis based.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise of this Warrant), ) after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the . The successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in . In each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise of this Warrant), ) after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the . The successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's ’s or entity's ’s obligations under this Warrant; and in . In each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Warrant Holder, upon the exercise of this Warrant (as provided in Section 22 ), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Warrant Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Warrant Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Warrant Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. In Except as provided in Section 4 above, in case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 22 hereof), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. In Other than any reorganization, consolidation or merger that constitutes a Change of Control, in case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entityand then distribute the proceeds to its stockholders, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property of the Company, or of such successor or purchasing corporation resulting from such reorganization, merger or consolidation, receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. (a) In case of any recapitalization or reorganization of the Company or (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or b) in case, after such date, case the Company (or any such corporation or entity) shall consolidate with or merge into another corporation one or entity more other corporations or convey all or substantially all entities which results in a change of its assets to another corporation or entitythe Warrant Units (each, a “Reorganization Event”), then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, Reorganization Event shall be entitled to receive, in lieu of the stock or other securities and property receivable Warrant Units that Holder would have been entitled to receive upon the such exercise of this Warrant prior to such consummationReorganization Event, the stock units or other securities or property to which the Holder would have been entitled to receive upon the consummation of such reorganizationReorganization Event if, consolidationimmediately prior to such Reorganization Event, merger or conveyance if the Holder had exercised completed such exercise of this Warrant immediately prior theretoWarrant, all subject to further adjustment as provided in this Warrant. If after such Reorganization Event, and the successor or purchasing this Warrant is exercisable for securities of a corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) , then such corporation or entity shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's ’s or other entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock units or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceReorganization Event.

Adjustment for Reorganization, Consolidation, Merger. In case the event of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidationconsolidation or merger. For the avoidance of doubt, merger nothing in this Section 4.3 shall entitle the Holder to any securities (or conveyancerights to receive any securities) unless the holders of outstanding Warrant Stock are also entitled to receive such securities.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the upon exercise of this a Warrant), after the date of this Warrant, ) or in case, after such date, case the Company (or any such corporation or entityother corporation) shall merge into or with or consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entityenter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the same or another corporation, then, then and in each such case, the HolderRegistered Holder of a Warrant, upon the exercise of this Warrant (as provided in Section 2), the purchase right at any time after the consummation of such reorganization, consolidation, merger merger, conveyance or conveyancecombination, shall be entitled to receive, in lieu of the stock Shares or other securities to which such Registered Holder would 15 have been entitled had he exercised the purchase right immediately prior thereto, such stock and property securities which such Registered Holder would have owned immediately after such event had the Warrant been exercised immediately prior to such event. In the event that any of the foregoing occurs, a corresponding adjustment to the exercise price of the Warrant shall be made. In each case of an adjustment in the exercise price or the number of Shares or other securities receivable upon the exercise of this Warrant prior to such consummationa Warrant, the stock or other securities or property to which Company shall promptly notify the Registered Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if adjustment. Such notice shall set forth the Holder had exercised this Warrant immediately prior thereto, all subject to further facts upon which such adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyanceis based.

Adjustment for Reorganization, Consolidation, Merger. In Except as ---------------------------------------------------- provided in Section 4 (Early Expiration), in case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In Except in the event this Warrant is terminated pursuant to Section 12 hereof, in case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), ) after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the HolderRegistered Holder of this Warrant, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the such Registered Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 5, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Registered Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of ---------------------------------------------------- any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the HolderRegistered Holder of this Warrant, upon the exercise of this Warrant (as provided in Section 2Sections 2 or 3), at any time after the consummation of such reorganization, consolidation, merger merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the such Registered Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 6, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Registered Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's ’s or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case the event of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this WarrantNote, or in casethe event, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the HolderNoteholder, upon the exercise conversion of this Warrant Note (as provided in Section 2), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder such Noteholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder such holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 4, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder Noteholder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in Note. In each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Warrant Holder, upon the exercise of this Warrant (as provided in Section 20), at any time after the consummation of such recapitalization, reorganization, consolidation, merger consolidation or conveyancemerger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Warrant Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, consolidation or merger or conveyance if the Warrant Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, consolidation or merger or conveyance (if other than the Company) shall duly execute and deliver to the Warrant Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger consolidation or conveyancemerger.

Adjustment for Reorganization, Consolidation, Merger. (a) In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this the Warrant), ) after the date of on which this WarrantWarrant is first issued (the "Issuance Date"), or in case, after such date, the Company (or any such corporation or entityother corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, then and in each such case, case the HolderWarrantholder, upon the exercise of this the Warrant (as provided in Section 2), 1.2 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this the Warrant prior to such consummation, the stock or other securities or property to which the Holder Warrantholder would have been entitled upon the such consummation of such reorganization, consolidation, merger or conveyance if the Holder Warrantholder had exercised this or converted the Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant Warrant, including the exercise provisions of Section 1.2, shall be applicable to the shares of stock or other securities or property receivable upon the exercise or conversion of this the Warrant after the consummation of such reorganization, consummation. (b) The Company shall not effect any consolidation, merger or conveyanceconveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument, in form and substance satisfactory to the Warrantholder, executed and delivered in accordance with Section 5.4 hereof, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder is entitled to purchase. (c) If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to consummation of such consolidation, merger or sale the Warrantholder shall have been given a reasonable opportunity to then elect to receive either the stock, securities or assets then issuable upon the exercise or conversion of the Warrant or, if different, the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer, computed as though the Warrantholder hereof had been, at the time of such offer, a holder of the stock, securities or assets then purchasable upon the exercise or conversion of the Warrant. As used in this paragraph (c), the term "Person" shall mean and include an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization and a government or any department or agency thereof, and an "Affiliate" of any Person shall mean any Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such other Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), ) after the date of this WarrantIssue Date, or in case, after such date, the Company (or any such corporation or entityother corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets or business(es) to another corporation or entitycorporation, then, then and in each such case, case the HolderHolder(s) of this Warrant, upon the exercise of this Warrant (hereof as provided in Section 2)1, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which such Holder(s) would be entitled had the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had Holders exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrantherein; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. Appropriate adjustments shall be made to the consummation Exercise Price per share payable hereunder, provided the aggregate Exercise Price payable for the total number of such reorganization, consolidation, merger or conveyanceshares purchasable under this Warrant (as adjusted) shall remain the same.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), ) after the date of this Warrantissue date, or in case, after such date, the Company (or any such corporation or entityother corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, then and in each such case, case the HolderHolder of this Warrant, upon the exercise of this Warrant (hereof as provided in Section 2), Article I at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, the same amount and kind of securities, cash or property (“Alternative Consideration”) that Holder would have been entitled to receive upon the consummation occurrence of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant been, immediately prior theretoto such reorganization, consolidation, merger or conveyance, the holder of the number of shares of Common Stock issuable upon the exercise in full of this Warrant, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrantherein; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. To the consummation of extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such reorganization, consolidation, merger or conveyanceconveyance shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into the applicable Alternate Consideration.

Adjustment for Reorganization, Consolidation, Merger. In Except in the event this Warrant is terminated pursuant to Section 12 hereof, in case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), ) after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the HolderRegistered Holder of this Warrant, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger merger, 4 or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the such Registered Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 5, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Registered Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company Borrower (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise conversion of this WarrantNote), after the date of this WarrantNote, or in case, after such date, the Company Borrower (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise conversion of this Warrant Note (as provided in Section 2III(a), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantNote, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the CompanyBorrower) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this WarrantNote; and in each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise or conversion of this Warrant), after the date of this Warrant, or in case, after such date, case the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise or conversion of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise or conversion of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised or converted this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise or conversion of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of ---------------------------------------------------- any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise of this Warrant), ) after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the . The successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in . In each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case the event of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise conversion of this Warrant), Note) after the date of this WarrantNote, or in casethe event, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise conversion of this Warrant Note (as provided in Section section 2), ) at any time after the consummation of such reorganization, consolidation, merger merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the such Holder would have been entitled upon the consummation of such reorganization, consolidation, merger merger, or conveyance if the such Holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this Warrantsection 4, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger merger, or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in Note. In each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger merger, or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of ---------------------------------------------------- any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise conversion of this Warrant), Note) after the date of this WarrantNote, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise conversion of this Warrant Note (as provided in Section 2), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantNote, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this WarrantNote; and in each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any recapitalization or reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with with, merge into, or merge enter into a share exchange with, another corporation or entity or convey all or substantially all of its assets to another corporation or entityother similar event, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation, merger merger, share exchange or conveyanceother similar event, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation, merger merger, share exchange or conveyance other similar event if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger merger, share exchange or conveyance other similar event (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger merger, share exchange or conveyanceother similar event.

Adjustment for Reorganization, Consolidation, Merger. In case the event of any reorganization not considered a Change of the Company Control Transaction of HomeNet (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise conversion of this Warrant), Note) after the date of this WarrantNote, or in casethe event, after such date, the Company HomeNet (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitywhere such transaction is not considered a Change of Control Transaction, then, and in each such case, the HolderNoteholder, upon the exercise conversion of this Warrant Note (as provided in Section 2), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder such Noteholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder such holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 4, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the CompanyHomeNet) shall duly execute and deliver to the Holder Noteholder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in Note. In each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In Other than any reorganization, consolidation or merger that constitutes a Liquidation Event, in case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entityand then distribute the proceeds to its stockholders, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or of any other corporation or entity, the stock equity or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entityentity and then distribute the proceeds to its holders of Shares, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 23), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock Warrant Shares or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock equity or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's ’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock equity or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In Except ---------------------------------------------------- as provided in Section 4 (Early Expiration), in case of any reorganization of the Company (or of any other corporation or entitycorporation, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company Borrower (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise conversion of this WarrantNote), after the date of this WarrantNote, or in case, after such date, the Company Borrower (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitycorporation, then, and in each such case, the Holder, upon the exercise conversion of this Warrant Note (as provided in Section 2III(a), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to -3- 108 receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantNote, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the CompanyBorrower) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this WarrantNote; and in each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.

Adjustment for Reorganization, Consolidation, Merger. In case the event of any reorganization not considered a Change of the Company Control Transaction of Faraday (or of any other corporation or entity, the stock or other securities of which are at the time receivable on upon the exercise conversion of this Warrant), Note) after the date of this WarrantNote, or in casethe event, after such date, the Company Faraday (or any such corporation or entitycorporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entitywhere such transaction is not considered a Change of Control Transaction, then, and in each such case, the HolderNoteholder, upon the exercise conversion of this Warrant Note (as provided in Section 2), ) at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise conversion of this Warrant Note prior to such consummation, the stock or other securities or property to which the Holder such Noteholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder such holder had exercised converted this Warrant Note immediately prior thereto, all subject to further adjustment as provided in this WarrantSection 4, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the CompanyFaraday) shall duly execute and deliver to the Holder Noteholder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in Note. In each such case, the terms of this Warrant the Note shall be applicable to the shares of stock or other securities or property receivable upon the exercise conversion of this Warrant Note after the consummation of such reorganization, consolidation, merger or conveyance.