Common use of Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc Clause in Contracts

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, transaction shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a stockholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised the rights xxxxxsented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)herein.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securi ties shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson or otherwise consummate a Sale of the Company, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in Section 2.2.1 or in exchange for Common Stock2.2.2. hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possi ble to the adjustments provided for in Sections 2, 3 and 4 hereof; provided, however, that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of the Warrant so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of the Warrant shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of the Warrant had exercised the Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2, 3 and 4 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If the Company (a) consolidates with or merges into any other corporation Person and is not the continuing or surviving corporation of such consolidation of or merger, or (b) permits any other corporation Person to consolidate with or merge into the Company and the Company is the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers all or substantially all of its properties and or assets to any other corporation, Person or (d) effects a capital reclassification, recapitalization or reorganization or reclassification of the capital stock Common Stock (other than a reclassification, recapitalization or reorganization of the Company Common Stock resulting in such a way that holders the issuance of Additional Shares of Common Stock shall be entitled to receive stockfor which an adjustment in the Exercise Price is provided for in Section 3.2(a) or 3.2(b)), securities, cash and/or assets with respect to or in exchange for Common Stock, then, and then (in each such case, ) proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Agreement, the Registered HolderHolder of a Warrant, upon the exercise of this Warrant thereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price in effect immediately prior to the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this such Warrant for all of the then-Applicable Number of Shares immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Article III and this Section)Article IV.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders additional shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Warrant Price is provided in Section 2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (assuming such shareholder failed to exercise any rights of election and received per share the kind and amount of consideration receivable per share by a plurality of the non- electing shares), subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2 and 3 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, but in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockStock (each of the foregoing events in clauses (i) through (iv) being a "Fundamental Change"), then, and then in each such case, case proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(b), the Registered HolderOptionees, upon the exercise of this Warrant the Options at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationFundamental Change, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Optionees would have been entitled upon such consummation if the Registered Holder such Optionees had so exercised this Warrant such Options immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 12). In the case of any Fundamental Change, the Company shall require the successor or acquiring corporation to assume the obligation to perform each and every covenant and condition of this Plan Agreement to be performed and observed by the Company and all liabilities and obligations of the Company hereunder.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Series C Shares, Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Series C Shares, Common Stock shall be entitled to receive stockor Other Securities, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, then proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price Per Share that would have been in effect at the time of such consummation for all shares of Common Stock Series C Shares or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common Stock the Series C Shares or Other Securities issuable upon such exercise prior to such consummation, either of the stock and other following as shall be elected by the Holder (such election to be made within one year after the date of the consummation of such transaction by written notice to the Acquiring Person or its Parent, as the case may be, and, in the absence of such notice, the provisions of clause (ii) below shall be deemed to have been elected by the Holder): (i) the highest amount of securities, cash and/or assets and property to which such holder the Holder actually would have been entitled as a shareholder upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in Section 4, or (ii) the number of shares of common stock of the Acquiring Person or its Parent, whichever meets the requirements set forth below, determined by dividing (a) the amount equal to the product obtained by multiplying (1) the number of shares of Common Stock (or Other Securities) to which the Holder of this SectionWarrant would have been entitled had the Holder exercised this Warrant (and the conversion rights attributable to the Series C Shares issued upon exercise) immediately prior to such consummation, times (2) the greater of the Acquisition Price and the Purchase Price in effect on the date immediately preceding the date of such consummation, by (b) the Market Value per share of the common stock of the Acquiring Person or its Parent, as the case may be, on the date immediately preceding the date of such consummation; If the Holder of this Warrant shall elect (or shall be deemed to elect) to receive common stock pursuant to clause (ii) above, such Holder shall be entitled to receive, upon the basis stated in such clause (ii), only the common stock of the Acquiring Person.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders additional shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Specified Amount is provided in Section 2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Stock Purchase Right, the Registered Holderholder of this Stock Purchase Right, upon the exercise purchase hereto of shares of Common Stock subject to this Warrant Stock Purchase Right at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Deemed Purchase Price Per Share in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise purchase immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise purchase prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had purchased the Registered Holder had so exercised shares of Common Stock represented by this Warrant Stock Purchase Right immediately prior thereto (assuming such shareholder failed to purchase any shares of Common Stock and received per share the kind and amount of consideration receivable per share by a plurality of all shares of Common Stock not so purchased), subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2 and 3 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in section 2.2.1 or in exchange for Common Stock2.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof shall (a) consolidates consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects effect a capital reorganization or reclassification of the Common Stock or Other Securities, (other than a capital stock of reorganization or reclassification resulting in the Company in such a way that holders issue or Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Section)Warrant shall be entitled to receive upon surrender of this Warrant the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of this Warrant had exercised this Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a recapitalization, capital reorganization or reclassification of the capital stock of the Company in such a way that holders Participants of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockStock (each of the transactions referred to in the foregoing clauses (i) through (iv) being an "Organic Change"), then, and in each such case, proper provision shall be made in form and substance reasonably satisfactory to the Participant so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(e), the Registered HolderParticipant, upon the exercise of this each Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationOrganic Change, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Warrant Shares issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Participant would have been entitled upon such consummation if the Registered Holder such Participant had so exercised this such vested Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 7).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson and shall thereafter distribute any material portion of the proceeds of such transaction to its shareholders generally, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification of the Company Common Stock resulting in such a way that holders the issuance of Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect immediately prior to the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant for all of the then-Applicable Number of Shares immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company Corporation after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company Corporation and the Company is Corporation shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common StockOther Securities, then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a stockholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Warrant. If additional shares of Common Stock are issued by the Corporation pursuant to a stock split or stock dividend in excess of 5% in any one fiscal year of the Corporation, the number of shares of Common Stock then issuable on exercise shall be increased proportionately with no increase in the total purchase price of the shares of Common Stock then covered herein. In the event that the shares of Common Stock of the Corporation are reduced at any time by a combination of shares, the number of shares of Common Stock then issuable on exercise herein shall be reduced proportionately with no reduction in the total purchase price of the shares of Common Stock then covered herein.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Adjustment Factor is provided in Section 5.2.1 or in exchange for Common Stock5.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price Adjustment Factor in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a stockholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 5 through 7, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder upon the exercise of the Warrants shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a stockholder if such Holder had exercised such Warrants immediately prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 5 through 7.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised the rights xxxxxxented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)herein.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.1.1 or in exchange for Common StockSection 3.1.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of such Warrants shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is Interests shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Interests (other than a capital stock reorganization or reclassification resulting in the issue of Additional Interests for which adjustment in the Company Interest Quantity is provided in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to Section 2.2.1 or in exchange for Common Stock2.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock Interests issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common Stock the Interests issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding Interests, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder shall be entitled to receive the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a shareholder if the Holder had exercised this Section)Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the number of shares of Common Stock issuable upon the exercise of this Warrant is provided in Section 2.2(a) or in exchange for Common Stock2.2(b)), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder shall be entitled to receive the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a shareholder if the Holder had exercised this Section)Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Quantity is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5 other than the adjustments contemplated by Section 3.2.1); provided, that, if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Section)Warrant shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of this Warrant had exercised this Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Section 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (to 200,000 shares at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction)$0.58 per share, in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(f), the Registered Holder, upon the exercise of this Warrant the Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, each Holder shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise of the Warrants immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common Stock issuable upon such exercise of the Warrants prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant such Warrants immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 10).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in section 2.2.1 or in exchange for Common Stock2.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)sections 2 through 4, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of such Warrants shall be entitled to receive the highest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock (a “Change of Control”), and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Section)Warrant shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of this Warrant had exercised this Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Section 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Warrant Quantity is provided in Section 2.2.1), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder shall be entitled to receive the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a shareholder if the Holder had exercised this Section)Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in Section 2.2.1 or in exchange for Common Stock2.2.2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2, 3 and 4 hereof; provided, however, that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of such Warrants shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2, 3 and 4 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson in a transaction or series of transactions in connection with which the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in Section 2.2.1 or in exchange for Common Stock2.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2 through 4, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of such Warrants shall be entitled to receive the highest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (to 200,000 shares at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction)$2.00 per share, in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, transaction shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a recapitalization, capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockStock (each of the transactions referred to in the foregoing clauses (i) through (iv) being an "Organic Change"), then, and in each such case, proper provision shall be made in form and substance reasonably satisfactory to the Holders so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(f), the Registered Holderholder of this Warrant Certificate, upon the exercise of this each Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationOrganic Change, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Warrant Shares issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder would have been entitled upon such consummation if the Registered Holder such holder had so exercised this such Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section)Section 8).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is Shares or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Shares or Other Securities (other than (i) a capital stock reorganization or reclassification resulting in the issue of Additional Common Shares for which adjustment in the Purchase Price is provided in Section 3.2.1 or 3.2.2 or (ii) issuances or sales of shares or other securities by the Company in such a way that holders which by the terms of this Warrant are excluded from the definition of Additional Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common StockShares), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock Shares or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock Shares or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5, PROVIDED that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding Common Shares, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Section)Warrant shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of this Warrant had exercised this Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments as provided for in Section 3 through 5 hereof until the date of consummation of such purchase, tender or exchange offer.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the Cut-off Date (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson and shall thereafter distribute any material portion of the proceeds of such transaction to its shareholders generally, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification of the Company Common Stock resulting in such a way that holders the issuance of Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect immediately prior to the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant for all of the then-Applicable Number of Shares immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a recapitalization, capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockStock (each of the transactions referred to in the foregoing clauses (i) through (iv) being an "Organic Change"), then, and in each such case, proper provision shall be made in form and substance reasonably satisfactory to the Holders so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(f), the Registered Holderholder of this Warrant Certificate, upon the exercise of this each Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationOrganic Change, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Warrant Shares issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder would have been entitled upon such consummation if the Registered Holder such holder had so exercised this such Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 7).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 4.2.1 or in exchange for Common Stock4.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant Agreement, the Registered Holderholder of a Warrant, upon the exercise of this Warrant thereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if the Registered Holder such holder had so exercised this such Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 4 through 6.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a recapitalization, capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockStock (each of the transactions referred to in the foregoing clauses (i) through (iv) being an "Organic Change"), then, and in each such case, proper provision shall be made in form and substance reasonably satisfactory to the Holders so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(e), the Registered Holderholder of each Warrant Certificate, upon the exercise of this each Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationOrganic Change, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Warrant Shares issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).such

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company Company, on one or more occasions, (ai) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (bii) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (ciii) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (div) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Aggregate Warrant Exercise Price in effect at the time of such consummation for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered Holder such holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Section 8, PROVIDED that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of the Company's Common Stock, and if the Holder of this Warrant so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Warrant shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of this Warrant had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 8. Notwithstanding anything contained in this Warrant to the contrary, the Company shall not effect any of the transactions described in subclauses (i) through (iv) of this Section 8(d) unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to the holder of this Warrant, (x) the obligations of the Company under this Warrant, and (y) the obligation to deliver to the Holder of this Warrant such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8, the Holder may be entitled to receive.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock, Other Securities or Preferred Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock, Other Securities or Preferred Stock (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant A Price is provided in Section 2.2.1 or in exchange for Common Stock2.2.2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant A Price or Warrant B Price, as applicable, in effect at the time of such consummation for all shares of Common Stock, Other Securities or Preferred Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock, Other Securities or Preferred Stock issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2, 3 and 4 hereof; provided, however, that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of such Warrants shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2, 3 and 4 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section). In addition, in the event that the Company is sold, or substantially all of its properties and assets are sold, to another company at a price per share less than $7.50 per share, then the Company shall pay to the Registered Holder the difference between $7.50 per share and the actual sale's price per share, provided, however, that in no event shall such amount exceed $0.50 per share.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock Equity Interest is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock or ownership of the Company in such a way that holders of Common Stock an Equity Interest shall be entitled to Carnegie Mellon/ Carmell License Final 24 receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stockthe Equity Interest, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(a), the Registered Holderholder of this Warrant Certificate, upon the exercise of this the Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Shares issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock Shares issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder would have been entitled upon such consummation if the Registered Holder such holder had so exercised this such Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section)Section 8).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation entity of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation Company but, in connection with such consolidation or merger, the Common Stock is Units are changed into or exchanged for stock units or other securities of any other corporation entity or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a capital reorganization or reclassification of the capital stock equity of the Company in such a way that holders of Common Stock Units shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockUnits, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, each Holder shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Units issuable upon such exercise of this Warrant immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common Stock Units issuable upon such exercise of this Warrant prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 7).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges mergers into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (bii) permits any other corporation to consolidate with or 17 merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), that the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 7).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company Company, after the Closing Date, (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of in such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or of other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Warrant Price is provided in Section 2.2), then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Section 3, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets and property to which such holder would have been entitled upon such consummation if the Registered Holder such holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in Section 2 and this SectionSection 3; provided, however (and the Company covenants), that (1) the Company shall not effect any of the transactions described in clauses (a) through (c) above with any Person other than a corporation, and that (2) the Company shall not effect any of the transactions described in clauses (a) through (d) above unless, immediately after the date of the consummation of such transaction, the Acquiring Corporation or its Parent is required to file, and in each of its three fiscal years immediately preceding the date of the consummation of such transaction has filed, reports with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. In the event that the Acquiring Corporation fulfills the requirements contained in the immediately preceding proviso, then, if the holder of this Warrant shall elect (or shall be deemed to elect) to receive common stock pursuant to clause (b) above, such holder shall be 53 11 entitled to receive, upon the basis stated in such clause (b), the common stock of the Acquiring Corporation and not of its Parent. Notwithstanding anything contained herein to the contrary, the Company will not effect any of the transactions described in clauses (a) through (d) above unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise hereof shall assume, by written instrument delivered and satisfactory to the holder of this Warrant, the obligation to deliver to such holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions, such holder may be entitled to purchase, and such Person shall have furnished to the holder hereof an opinion of counsel for such Person, which counsel shall be satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of Section 2 and this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon the exercise hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges mergers into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(e), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson in a transaction or series of transactions in connection with which the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in Section 2.2.1 or in exchange for Common Stock2.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2 through 4, PROVIDED that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of such Warrants shall be entitled to receive the highest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, but in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, entity or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockStock (each of the foregoing events in clauses (i) through (iv) being a"Fundamental Change"), then, and then in each such case, case proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(b), the Registered HolderOptionees, upon the exercise of this Warrant the Options at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationFundamental Change, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Optionees would have been entitled upon such consummation if the Registered Holder such Optionees had so exercised this Warrant such Options immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 13). In the case of any Fundamental Change, the Company shall require the successor or acquiring corporation to assume the obligation to perform each and every covenant and condition of this Amended and Restated Plan Agreement to be performed and observed by the Company and all liabilities and obligations of the Company hereunder.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock of the Company is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company Company, or grants a non-cash dividend, in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(c), the Registered Holder, upon the exercise of this Warrant the Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to of the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise Warrants prior to such consummation, ) the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant such Warrants immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 11). Notwithstanding the foregoing, in the event that a definitive agreement (a “Sale Agreement”) is executed with respect to an all cash transaction involving (i) either a merger or consolidation of the Company with and into another corporation or (ii) the sale of all or substantially all of the outstanding shares of Common Stock of the Company, the Company shall have the right, on ten days prior written notice to the Holder, to pay or cause to be paid to the Holder on or immediately prior to the closing date of the transactions under the Sale Agreement in full and complete satisfaction and cancellation of the Warrants, an amount in cash equal to the greater of (I) (A) the product of (x) the price per share of Common Stock payable to the holders of Common Stock under the Sale Agreement and (y) the number of shares of Common Stock issuable upon exercise of the Warrants on such date minus (B) the product of (x) the Exercise Price in effect at such date and (y) the number of shares of Common Stock issuable upon exercise of the Warrants on such date and (II) the Put Purchase Price (as defined in the Settlement Agreement), provided that the Put Right has not expired by the terms of the Settlement Agreement prior to the closing date of the transactions under the Sale Agreement.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the event the Company (ai) consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation of or merger, or (bii) permits any other corporation or entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the shares of Common Stock is are changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (ciii) transfers all or substantially all of its properties and assets or assets, directly or indirectly, to any other corporation, corporation or entity (d) effects other than to a capital reorganization or reclassification of the capital stock wholly owned Subsidiary of the Company in if such a way that holders Subsidiary remains wholly owned by the Company after such transfer or any other transaction or series of Common Stock shall be entitled transactions related to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stocksuch transfer), then, and in each such caseevent, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Section 4.4, the Registered each Holder, upon the any exercise of this Warrant at any time after the consummation of such consolidation, merger, merger or transfer, reorganization or reclassification, shall be entitled to receive (at receive, in lieu of the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such any exercise prior to such consummation, the stock and other securities, cash and/or assets and property to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant its Warrants immediately prior thereto to such consummation (or, if applicable, any record date with respect to such transaction), subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in this Section)Article 4. Notwithstanding anything contained herein to the contrary, (A) the Company will not effect any of the transactions described in clauses (i) through (iii) of this Section 4.4 unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants shall assume, by written instrument, a copy of which shall be delivered to each Holder, the obligation to deliver to such Holder such shares of stock, securities, cash or property as such holder may be entitled to receive upon exercise of the Warrants.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the event that the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (bii) permits consolidates with or merges any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(f), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Preferred Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Preferred Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of Additional Shares of Preferred Stock for which adjustment in the Company Warrant Price is provided in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to Section 2.2.1 or in exchange for Common Stock2.2.2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Preferred Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common the Preferred Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2, 3 and 4 hereof; provided, however, that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Preferred Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the holder of such Warrants shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2, 3 and 4 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the event that the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders additional shares of Common Stock shall be entitled to receive stockfor which adjustment in the Warrant Quantity is provided in Section 2, securities, cash and/or assets with respect to or in exchange for Common StockParagraph 2.1), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionWarrant Price), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder shall be entitled to receive the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a shareholder if the Holder had exercised this Section)Warrant prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if such Xxxxxx had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)herein.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates shall consolidate with or merges merge into any other corporation person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationperson and shall thereafter distribute any material portion of the proceeds of such transaction to its shareholders generally, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification of the Company in such a way that holders of Common Stock shall be entitled referred to receive stock, securities, cash and/or assets with respect to or in exchange for Common StockSection 3.02), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Agreement, the Registered HolderHolder of any Warrant, upon the exercise of this Warrant thereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect immediately prior to the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this such Warrant for all of the then-Applicable Number of Shares immediately prior thereto (which number shall include, without limitation, the number of shares of Common Stock issuable upon exercise of each such Warrant that have not yet vested as of such date but may vest at a later date), subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section).Articles III, IV and V.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock Warrant Units issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation entity and is not the continuing or surviving corporation entity of such consolidation of or merger, or (bii) permits any other corporation entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation Company but, in connection with such consolidation or merger, the Common Stock is Units are changed into or exchanged for stock units or other securities of any other corporation entity or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporationentity, or (div) effects a capital reorganization or reclassification of the capital stock equity of the Company in such a way that holders of Common Stock Units shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockUnits, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, each Holder shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Units issuable upon such exercise of this Warrant immediately prior to such consummation as adjusted to the time of such transactionconsummation), in . In lieu of shares of Common Stock Units issuable upon such exercise of this Warrant prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 7).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company Corporation after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company Corporation and the Company is Corporation shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Quantity is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a stockholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. (i) In case the Company after the date hereof (aw) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation Person of such consolidation of or merger, or (bx) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is Class A Interests shall be changed into or exchanged for stock Equity Interests or other securities of the Company or any other corporation Person or cash or any other assetsproperty, or (cy) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (dz) effects shall effect a capital reorganization or reclassification of the Class A Interests (other than a capital stock of reorganization or reclassification for which adjustment in the Company Conversion Price is provided in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to Section 11.4(a) or in exchange for Common StockSection 11.4(b)), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)herein, the Registered Holder, each Holder shall be entitled upon the exercise conversion of this Warrant Notes at any time after the consummation of such consolidationtransaction, mergerto the extent such Notes are not converted prior to such transaction, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Conversion Price in effect for all shares at the time immediately prior to the consummation of Common Stock such transaction in lieu of the Class A Interests issuable upon such exercise immediately conversion prior to such consummation as adjusted to transaction the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock Equity Interests and other securities, cash and/or assets and property to which such holder Holder would have been entitled upon the consummation of such consummation transaction if the Registered such Holder had so exercised this Warrant converted such Notes immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in this SectionSection 11.4. (ii) Notwithstanding anything contained herein to the contrary, the Company will not effect any of the transactions described in clauses (w) through (z) of Section 11.4(c)(i) unless, prior to the consummation thereof, the surviving Person (if other than the Company) in any merger or consolidation described in such clauses, each Person which acquires the Company's assets in any transaction described in clause (y) above, and each Person (other than the Company) which may be required to deliver any Equity Interests, securities, cash or property upon the conversion of the Notes as provided herein, shall assume, by written instrument delivered to, and reasonably satisfactory to, the Trustee, the obligations of the Company hereunder to deliver to Holders such Equity Interests, securities, cash or property as such Holders shall be entitled to receive upon conversion of the Notes (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder), and such Person shall have similarly delivered to the Trustee, an Opinion of Counsel stating that this Indenture shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 11.4) shall be applicable to the Equity Interests, securities, cash or property which such Person may be required to deliver upon any conversion of Notes pursuant hereto.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates shall consolidate with or merges merge into any other corporation person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationperson and shall thereafter distribute any material portion of the proceeds of such transaction to its shareholders generally, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification of the Company Common Stock resulting in such a way that holders the issuance of Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Sections 3.02(a) or in exchange for Common Stock3.02(b)), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Agreement, the Registered HolderHolder of any Warrant, upon the exercise of this Warrant thereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect immediately prior to the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this such Warrant for all of the then-Applicable Number of Shares immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section).Articles III, IV and V.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In Subject to the provisions of Section 2.3 and of the Company's Certificate of Incorporation and the Shareholders Agreement, in case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Class C Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Class C Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Class D Warrant Exercise Price and Warrant Quantity is provided in Section 3), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price Purchase Price, as adjusted, in effect at the time of such consummation for all shares of Class C Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Class C Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other same amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of such Warrants shall be entitled to receive the same amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case at any time after the Company date hereof (including during a Deferral Period) (a) consolidates the Company shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits the Company shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers the Company shall transfer all or substantially all of its properties and or assets to any other corporation, Person or (d) effects the Company shall effect a capital reorganization or reclassification of the Common Stock or Other Securities or (e) any Person not affiliated with Renco shall become the holder of more than 25% of the capital stock of the Company in such as a way that holders result of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to any other transaction or in exchange for Common Stockseries of transactions (other than the exercise of the Warrants), then, and in the case of each such casetransaction, proper provision each series of Warrants shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise settled such that each holder of this a Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled series receives such holder’s Applicable Percentage (with respect to receive such series) times (at a) the greater of (i) the aggregate Exercise amounts (other than interest) received by the holders of such series of Warrants in respect of the Aggregate Put Price prior to such transaction; (ii) the total of (X) the consideration that the holders of such series of Warrants would have received in effect for all shares of Common Stock issuable upon connection with such exercise transaction if such holders had exercised such Warrants immediately prior to such consummation as adjusted to the time closing of such transaction), transaction minus (Y) the Aggregate Initial Exercise Price of all of the unexercised Warrants in lieu such series; minus (b) the aggregate amounts (other than interest) received by the holders of shares such series of Common Stock issuable upon such exercise Warrants in respect of the Aggregate Put Price prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section)transaction.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification for which adjustment in the Purchase Price and the number of the Company in such a way that holders shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or obtainable upon exercise of this Warrant is provided in exchange for Common StockSection 3.4), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5, PROVIDED that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Section)Warrant shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of this Warrant had exercised this Warrant, including the payment of the Purchase Price in accordance with Section 2.1(b) hereof, prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Section 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2), or (e) shall engage in a statutory plan of exchange in which the Common Stock or Other Securities shall be entitled to receive stock, securities, cash and/or assets with respect to exchanged for stock or in exchange for Common Stock, other securities of any other Person then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders additional shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Warrant Price is provided in Section 2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would have actually ha ve been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (assuming such shareholder failed to exercise any rights of election and received per share the kind and amount of consideration receivable per share by a plurality of the non-electing shares), subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2 and 3 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Adjustment Factor is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holder, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price Adjustment Factor in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other highest amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a stockholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section).Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock Equity Interest is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock Equity Interest shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common StockEquity Interest, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(a), the Registered Holderholder of this Warrant Certificate, upon the exercise of this the Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock Shares issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock Shares issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or and assets to which such holder would have been entitled upon such consummation if the Registered Holder such holder had so exercised this such Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section)Section 8).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant the Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, each Holder shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise of the Warrants immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common Stock issuable upon such exercise of the Warrants prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant such Warrants immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 9).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or Other Securities (other than a capital reorganization or reclassifica tions for which adjustment in exchange for Common Stockthe Warrant Price is provided in Section 2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of the shares of Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto thereto; provided, however, that if the transaction described in clauses (subject a) through (d) hereof provides an election to adjustments subsequent receive cash, Common Stock or Other Securities or property, the holder of this Warrant shall, within 10 business days following written request from the Company, notify the Company of the election such holder would have made had he been a stockholder of the Company which notice shall govern the consideration to be received upon exercise of the Warrant, and if no such corporate action notice is received within such 10 business days, the Company in its discretion may determine the consideration to which the holder of a Warrant is entitled as nearly equivalent as possible to if the adjustments provided for in this Section)holder had made any of such elections.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Warrant Price is provided in Section 7.1.1 or in exchange for Common Stock7.1.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Agreement, the Registered HolderHolder of a Warrant, upon the exercise of this Warrant thereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets and property to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in Section 7 and this Section)Section 8.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issue of the Company in such a way that holders additional shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Warrant Price is provided in Section 2 hereof), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (assuming such shareholder failed to exercise any rights of election and received per share the kind and amount of consideration receivable per share by a plurality of the non-electing shares), subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 2 and 3 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In Subject to the provisions of Section 2.3 and of the Restated Charter and the Shareholders Agreement, in case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Class C Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the Class C Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or for which adjustment in exchange for Common Stockthe Class G Warrant Exercise Price and Warrant Quantity is provided in Section 3), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price Purchase Price, as adjusted, in effect at the time of such consummation for all shares of Class C Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Class C Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other same amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding shares of Common Stock, and if the Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of such Warrants shall be entitled to receive the same amount of securities, cash or other property to which it would actually have been entitled as a shareholder if the Holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof (a) consolidates shall consolidate with or merges merge into any other corporation Person and is shall not be the continuing or surviving corporation of such following the consolidation of or merger, or (b) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such the consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (c) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (d) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, Other Securities then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationthe transaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for * Represents confidential information for which Ariba, Incorporated is seeking confidential treatment with the Securities and Exchange Commission. all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactioncomsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummationthe comsummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such the holder would actually have been entitled as a stockholder upon such consummation if the Registered Holder holder had so exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action the consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 4 and 5 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (ai) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (bii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (ciii) transfers all or substantially all of its properties and assets to any other corporation, or (div) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii(f), the Registered Holder, upon the exercise conversion of this Warrant the Notes at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, each holder of Notes shall be entitled to receive (at the aggregate Exercise Conversion Price in effect for all shares of Common Stock issuable upon such exercise conversion of the Notes immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Common Stock issuable upon such exercise conversion of the Notes prior to such consummation, the stock and other securities, cash and/or and assets to which such holder of the Notes would have been entitled upon such consummation if such holder of the Registered Holder Notes had so exercised this Warrant converted such Notes immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 3.3).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii7(a)(ii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (to 300,000 shares at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction)$4.00 per share, in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If at any time the Company shall be a party to any transaction (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of including without limitation a merger, consolidation, sale of all or (bsubstantially all of the Company's assets or a recapitalization of the Common Stock) permits any other corporation to consolidate with or merge into in which the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, previously outstanding shares of the Common Stock is shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "Transaction"; the Company (in the case of a recapitalization of the Common Stock) or such other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties being hereinafter referred to as the "Acquiring Company"; and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital common stock of the Acquiring Company in such a way that holders of Common Stock shall be entitled being hereinafter referred to receive stock, securities, cash and/or assets with respect to or in exchange for Common as the "Acquiror's Stock"), then, as a condition to the consummation of the Transaction, lawful and in each such case, proper provision adequate provisions shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Section 5F, the Registered Holdereach holder of any Warrants, upon the exercise of this Warrant such Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationthe Transaction, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction)receive, in lieu of the shares of the Common Stock issuable upon such exercise prior to such consummation, at the election of such holder given by notice to the Company on or before the later of (x) the day on which the holders of the Common Stock approve the Transaction, or (y) the thirtieth day following the date of delivery or mailing to such holder of the last proxy statement relating to the vote on the Transaction by the holders of the Common Stock: (i) the stock and other securities, cash and/or assets and property to which such holder would have been entitled upon the consummation of the Transaction if such consummation if the Registered Holder holder had so exercised this Amended and Restated Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action from and after) the date of the consummation of the Transaction (the "Consummation Date") as nearly equivalent as possible to the adjustments provided for in Sections 5A and 5F); or (ii) if the Acquiring Company meets the requirements set forth in this Section).Section 5F, the number of shares of the Acquiror's Stock or, if the Acquiring Company fails to meet, but a Parent (as defined in this

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case If at any time the Company shall be a party to any transaction (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of including without limitation a merger, consolidation, sale of all or (bsubstantially all of the Company's assets or a recapitalization of the Common Stock) permits any other corporation to consolidate with or merge into in which the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, previously outstanding shares of the Common Stock is shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "Transaction"; the Company (in the case of a recapitalization of the Common Stock) or such other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties being hereinafter referred to as the "Acquiring Company"; and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital common stock of the Acquiring Company in such a way that holders of Common Stock shall be entitled being hereinafter referred to receive stock, securities, cash and/or assets with respect to or in exchange for Common as the "Acquiror's Stock"), then, as a condition to the consummation of the Transaction, lawful and in each such case, proper provision adequate provisions shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii)Section 5F, the Registered Holdereach holder of any Warrants, upon the exercise of this Warrant such Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationthe Transaction, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction)receive, in lieu of the shares of the Common Stock issuable upon such exercise prior to such consummation, at the election of such holder given by notice to the Company on or before the later of (x) the day on which the holders of the Common Stock approve the Transaction, or (y) the thirtieth day following the date of delivery or mailing to such holder of the last proxy statement relating to the vote on the Transaction by the holders of the Common Stock: (i) the stock and other securities, cash and/or assets and property to which such holder would have been entitled upon the consummation of the Transaction if such consummation if the Registered Holder holder had so exercised this Amended and Restated Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action from and after) the date of the consummation of the Transaction (the "Consummation Date") as nearly equivalent as possible to the adjustments provided for in Sections 5A and 5F); or (ii) if the Acquiring Company meets the requirements set forth in this SectionSection 5F, the number of shares of the Acquiror's Stock or, if the Acquiring Company fails to meet, but a Parent (as defined in this Section 5F) does meet such requirements, the number of shares of such Parent's common stock (subject to adjustments from and after the Consummation Date as nearly equivalent as possible to the adjustments provided for in Sections 5A and 5F), determined by dividing (i) the product obtained by multiplying (a) the number of shares of the Common Stock to which the holder of this Amended and Restated Warrant would have been entitled had such holder exercised this Amended and Restated Warrant immediately prior to the consummation of the Transaction, times (b) the greater of the Purchase Price or the Acquisition Price (as defined in this Section 5F) in effect on the date immediately preceding the Consummation Date, by (ii) the Market Value of the Acquiror's Stock on the date immediately preceding the Consummation Date.