Common use of Changes in Common Stock Clause in Contracts

Changes in Common Stock. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) days

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of the Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i), lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of this Warrant shall thereafter have at any time on or after the right to purchase and receiveconsummation of the Transaction, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable Warrant Shares issuable upon the such exercise of the rights represented therebyprior to such consummation, the kind and amount of shares of stock securities or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided5). The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, furthercash or property to be received in a Transaction, that if less than 70% of then the Holder shall be given the same choice as to the consideration receivable by the holders it receives upon any exercise of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately this Warrant following such eventTransaction. At the Holder’s request, and if any successor to the Company or surviving entity in such Transaction shall issue to the Holder properly exercises a new warrant consistent with the Warrant within thirty (30) daysforegoing provisions.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, or a consolidation of the Company with, any other Person in which the previously outstanding shares of Common Stock shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other than property (including cash) or any combination of the foregoing, or a change under subsection 4(c)(isale or transfer of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) hereof or that solely affects the par value of such shares of Common Stock(a “Non-Surviving Transaction”), or in the case of (2) any merger or consolidation of another Person into the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the previously outstanding shares of Common Stock)Stock shall be cancelled, reclassified or in the case of any sale converted or conveyance to another entity changed into or exchanged for securities of the assets Company or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing (a “Surviving Transaction”; any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”) then: (i) as a condition to the consummation of such Transaction, the Company shall cause such other Person to execute and deliver to the Warrant Agent a written instrument providing that: (A) so long as any Warrant remains outstanding in whole or in part (including after giving effect to the changes specified under clause (B) below), the holders of the Warrant shall thereafter have the right to purchase and receivesuch Warrant, upon the basis and upon exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject to such conditions specified as shall be as nearly equivalent as may be practicable to the provisions set forth in the Warrants and this Agreement) into, in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities (“Substituted Securities”) that would have been receivable upon such Transaction by a holder of the number of shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon into which such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) Warrant was exercisable immediately prior to such event (Transaction assuming, in the “Alternative Issuance” ); provided, however, that in connection with the closing case of any such consolidationTransaction, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery if (as a result of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right rights of election as to or otherwise) the kind or amount of securities, cash or and other assets property receivable upon such consolidation or merger, then Transaction is not the kind and amount same for each share of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in held immediately prior to such consolidation or merger that affirmatively make Transaction, such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders holder of the Common Stock is a Person that is neither (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders I) an employee of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group Subsidiary thereof nor (within II) a Person with which the meaning of Rule 13d-5(b)(1) under Company consolidated or into which the Exchange Act (Company merged or any successor rule)) of which such maker is a part, and together with any affiliate merged into the Company or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of a stockholder if such Warrant holder had exercised Constituent Person; and (B) the Warrant prior to the expiration rights and obligations of such tender or exchange offer, accepted such offer other Person and all the Holders in respect of the Common Stock held by such holder had been purchased pursuant Substituted Securities shall be substantially unchanged to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Common Stock hereunder as set forth in Section 3.1 hereof; (ii) with respect to any Transaction, such written instrument under clause (i) above shall provide for adjustments which, for events subsequent to the effective date of such written instrument shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4; provided, further, that if less than 70% 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this Section 5.1(f) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In At any time while this Warrant remains outstanding and unexpired, in case of any reclassification or reorganization change of outstanding securities of the outstanding shares class issuable upon exercise of Common Stock this Warrant (other than a change under subsection 4(c)(i) hereof in par value, or that solely affects the from par value of such shares of Common Stock)to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or in the case of any consolidation or merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (herein called a "TRANSACTION") (other than a consolidation or merger with another corporation in which the Company is the a continuing corporation and that which does not result in any reclassification or reorganization of the outstanding shares of Common Stock)change, other than a change in par value, or in from par value to no par value, or from no value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the case exercise of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”this Warrant), the holders Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute and deliver to the holder of this Warrant (upon surrender of this Warrant) a new Warrant providing that the holder of this Warrant shall thereafter have the right to purchase exercise such new Warrant (upon terms not less favorable to the holder of this Warrant than those then applicable to this Warrant) and receiveto receive upon such exercise, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares each share of Common Stock of the Company immediately theretofore purchasable and receivable issuable upon the exercise of the rights represented therebythis Warrant, the kind and amount of shares of stock or stock, other securities securities, money or property (including cash) receivable upon such reclassification, reorganizationchange, merger consolidation or consolidationmerger, or upon a dissolution following any such sale or transfer, that by the holder of the Warrants would have received if such holder one Common Share issuable upon exercise of this Warrant had it been exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); providedreclassification, howeverchange, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the . Such new Warrant shall become exercisable provide for adjustments which shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the adjustments adjustment provided for in this Section 4; provided2. Notwithstanding the foregoing, further, that if less than 70% in the case of any Transaction which pursuant to this Section 2I would result in the consideration receivable execution and delivery by the Company or any successor of a new Warrant to the holder of this Warrant and in which the holders of Capital shares of Common Stock in the applicable event is payable in the form are entitled only to receive money or other property exclusive of common stock equity securities, then in lieu of such new Warrant being exercisable as provided above, the successor holder of this Warrant shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the holder of this Warrant) at its fair value as of the day before such Transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the holder of this Warrant and reasonably acceptable to the Company. The provisions of this Section 2I shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers. Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case of any reclassification or reorganization Subject to Section 2 of the outstanding shares Shareholders Agreement, in case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of Common Stock (other than a change under subsection 4(c)(i) hereof all or that solely affects substantially all of the par value Company’s assets, liquidation, recapitalization or reclassification of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then, as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant shall thereafter have to purchase, at an exercise price equivalent to the right to purchase and receiveExercise Price, all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the basis and upon consummation of the terms and conditions specified in the Warrants and Transaction, in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable Warrant Shares issuable upon the such exercise of the rights represented therebyprior to such consummation, the kind and amount of shares of stock securities or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% 6). Subject to Section 2 of the consideration receivable Shareholders Agreement, the Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the holders of Capital Stock Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the applicable event is payable in the form of common stock in the successor foregoing provisions such Holder may be entitled to receive and such corporation or entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is shall have similarly delivered to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant within thirty (30shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 6(b) daysshall similarly apply to successive Transactions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company's assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon or any combination of the foregoing (each such reclassificationtransaction being herein called a "Transaction"), reorganizationthen, merger or consolidationas a condition of the consummation of the Transaction, or upon a dissolution following any such sale or transferlawful, enforceable and adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to elect by written notice to the Company to receive as the Alternative Issuance(i) a new warrant in form and substance similar to, the highest amount and in exchange for, this Warrant to purchase all or a portion of cash, such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders of Capital Stock new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter marketterms hereof and thereof, or is to be so listed for trading or quoted immediately following together with such event, and if other matters as the Holder properly exercises the Warrant within thirty (30may reasonably request. The foregoing provisions of this Section 6(b) daysshall similarly apply to successive Transactions.

Changes in Common Stock. In At any time while this Warrant remains outstanding and unexpired, in case of any reclassification or reorganization change of outstanding securities of the outstanding shares class issuable upon exercise of Common Stock this Warrant (other than a change under subsection 4(c)(i) hereof in par value, or that solely affects the from par value of such shares of Common Stock)to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or in the case of any consolidation or merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (herein called a "Transaction") (other than a consolidation or merger with another corporation in which the Company is the a continuing corporation and that which does not result in any reclassification or reorganization of the outstanding shares of Common Stock)change, other than a change in par value, or in from par value to no par value, or from no value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the case exercise of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”this Warrant), the holders Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute and deliver to the holder of this Warrant (upon surrender of this Warrant) a new Warrant providing that the holder of this Warrant shall thereafter have the right to purchase exercise such new Warrant (upon terms not less favorable to the holder of this Warrant than those then applicable to this Warrant) and receiveto receive upon such exercise, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares each share of Common Stock of the Company immediately theretofore purchasable and receivable issuable upon the exercise of the rights represented therebythis Warrant, the kind and amount of shares of stock or stock, other securities securities, money or property (including cash) receivable upon such reclassification, reorganizationchange, merger consolidation or consolidationmerger, or upon a dissolution following any such sale or transfer, that by the holder of the Warrants would have received if such holder one Common Share issuable upon exercise of this Warrant had it been exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); providedreclassification, howeverchange, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the . Such new Warrant shall become exercisable provide for adjustments which shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the adjustments adjustment provided for in this Section 4; provided2. Notwithstanding the foregoing, further, that if less than 70% in the case of any Transaction which pursuant to this Section 2I would result in the consideration receivable execution and delivery by the Company or any successor of a new Warrant to the holder of this Warrant and in which the holders of Capital shares of Common Stock in the applicable event is payable in the form are entitled only to receive money or other property exclusive of common stock equity securities, then in lieu of such new Warrant being exercisable as provided above, the successor holder of this Warrant shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the holder of this Warrant) at its fair value as of the day before such Transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the holder of this Warrant and reasonably acceptable to the Company. The provisions of this Section 2I shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers. Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, or a consolidation of the Company with, any other Person in which the previously outstanding shares of Common Stock shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other than property (including cash) or any combination of the foregoing, or a change under subsection 4(c)(isale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) hereof or that solely affects the par value of such shares of Common Stock(a “Non-Surviving Transaction”), or in the case of (2) any merger or consolidation of another Person into the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the previously outstanding shares of Common Stock)Stock shall be cancelled, reclassified or in the case of any sale converted or conveyance to another entity changed into or exchanged for securities of the assets Company or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing (a “Surviving Transaction”; any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”) then: (i) if such Transaction is a Redomestication Transaction, as a condition to the consummation of such Redomestication Transaction, the Company shall cause such other Person to execute and deliver to the Warrant Agent a written instrument providing that: (A) so long as any Warrant remains outstanding in whole or in part (including after giving effect to the changes specified under clause (B) below), the holders of the Warrant shall thereafter have the right to purchase and receivesuch Warrant, upon the basis and upon exercise thereof at any time on or after the consummation of such Redomestication Transaction, shall be exercisable (on such terms and subject to such conditions specified as shall be as nearly equivalent as may be practicable to the provisions set forth in the Warrants and this Agreement) into, in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities (“Substituted Securities”) that would have been receivable upon such Redomestication Transaction by a holder of the number of shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon into which such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) Warrant was exercisable immediately prior to such event (Redomestication Transaction assuming, in the “Alternative Issuance” ); provided, however, that in connection with the closing case of any such consolidationRedomestication Transaction, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery if (as a result of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right rights of election as to or otherwise) the kind or amount of securities, cash or and other assets property receivable upon such consolidation or merger, then Redomestication Transaction is not the kind and amount same for each share of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in held immediately prior to such consolidation or merger that affirmatively make Redomestication Transaction, such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders holder of the Common Stock is a Person (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders “Qualifying Person”) that is neither (I) an employee of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group Subsidiary thereof nor (within II) a Person with which the meaning of Rule 13d-5(b)(1) under Company consolidated or into which the Exchange Act (Company merged or any successor rule)) of which such maker is a part, and together with any affiliate merged into the Company or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of a stockholder if such Warrant holder had exercised Constituent Person; and (B) the Warrant prior to the expiration rights and obligations of such tender or exchange offer, accepted such offer other Person and all the Holders in respect of the Common Stock held by such holder had been purchased pursuant Substituted Securities shall be substantially unchanged to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Common Stock hereunder as set forth in Section 3.1 hereof; (ii) with respect to any Redomestication Transaction, such written instrument under clause (i) above shall provide for adjustments which, for events subsequent to the effective date of such written instrument shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 45. The above provisions of this Section 5.1(g) shall similarly apply to successive Transactions; providedor (iii) if such Transaction is a Sale Transaction, furtherthen, that if less than 70% at the effective time of the consideration receivable by consummation of such Sale Transaction any Warrants not exercised prior to the holders closing of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed such Sale Transaction shall automatically terminate and become void and shall be cancelled for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysno further consideration.

Changes in Common Stock. In Subject to Section 10 hereof, in case at any time the Company shall initiate any transaction or be a party to any transaction with a Person other than an Affiliate (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any Common Stock shall be changed into or exchanged for different securities of the foregoing Company or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing, but in each case excluding any Acquisition (each such transaction (excluding any Acquisition) being herein called a “Transaction”), the holders then as a condition of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu consummation of the shares of Common Stock of the Company immediately theretofore purchasable Transaction, lawful, enforceable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled receive to receive as the Alternative Issuancea new warrant in form and substance similar to, the highest amount and in exchange for, this Warrant to purchase all or a portion of cash, such securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, (subject to adjustments (from and after the consummation date of such tender or exchange offer) the Transaction as nearly equivalent as possible to the adjustments provided for in this Section 45); providedprovided that, furtherif the Company is unable to secure such new warrant, that if less than 70% then the Holder will exercise this Warrant in connection with the consummation of the consideration receivable Transaction for, in lieu of the Warrant Shares issuable upon such exercise, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto. The Company will not affect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes, by written instrument delivered to the holders of Capital Stock Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the applicable event is payable in the form of common stock in the successor foregoing provisions such Holder may be entitled to receive and such corporation or entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is shall have similarly delivered to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant within thirty (30shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other opinions customary for such transactions as the Holder may reasonably request. The foregoing provisions of this Section 5(b) daysshall similarly apply to successive Transactions. For the avoidance of doubt, the parties hereto acknowledge and agree that the restrictions set forth in this Section 5(b) shall not apply to any Acquisition.

Changes in Common Stock. In case of any capital reorganization or reclassification or reorganization recapitalization of the outstanding shares capital stock of Common Stock the Company (other than a change under subsection 4(c)(iin the cases referred to in Paragraph 2D) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any the consolidation or merger or consolidation of the Company with or into another corporation or other business entity or conversion in case of the Company as another entity (other than a consolidation sale or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization transfer of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, there shall thereafter be deliverable upon the exercise of this Warrant or any portion thereof (in connection with lieu of or in addition to the number of shares of Common Stock theretofore deliverable) the number of shares of stock or other securities, cash or other property of any nature whatsoever to which the Company is dissolved (any holder of the foregoing being number of shares of Common Stock which would otherwise have been deliverable upon the exercise of this Warrant or any portion thereof at the time would have been entitled upon such capital reorganization, reclassification or recapitalization of capital stock, consolidation, merger or sale, and at the same aggregate Exercise Price. Prior to and as a condition of the consummation of any transaction described in the preceding sentence, the Company shall make appropriate, written adjustments in the application of the provisions herein called a “Transaction”), set forth satisfactory to the holders of the Warrant shall thereafter have the right Warrants entitled to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu not less than a majority of the shares of Common Stock of the Company immediately theretofore purchasable and receivable issuable upon the exercise thereof with respect to the rights and interests of the rights represented therebyholders of the Warrants so that the provisions set forth herein shall thereafter be applicable, the kind and amount of as nearly as possible, in relation to any shares of stock or other securities or other property (including cash) receivable thereafter deliverable upon exercise of this Warrant. Any such reclassificationadjustment shall be made by and set forth in a supplemental agreement between the Company and the successor entity and be approved by the Required Holders. Subject to such adjustments, at the time of such reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidationreclassification, merger, sale consolidation or conveyancedisposition of assets, the successor or purchasing entity acquiring corporation (if other than the Company) shall execute an amendment hereto providing for delivery expressly assume the due and punctual observance and performance of such Alternative Issuance; provided, further, that (i) if the holders each and every covenant and condition of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the this Warrant shall become exercisable shall be deemed to be the weighted average of the kind performed and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made observed by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all the obligations and liabilities hereunder. The foregoing provisions of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; providedshall similarly apply to successive reorganizations, furtherreclassifications, that if less than 70% mergers, consolidations or disposition of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysassets.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company's assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon or any combination of the foregoing (each such reclassificationtransaction being herein called a "Transaction"), reorganizationthen, merger or consolidationas a condition of the consummation of the Transaction, or upon a dissolution following any such sale or transferlawful, enforceable and adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to elect, by written notice to the Company, to receive as the Alternative Issuance(i) a new warrant in form and substance similar to, the highest amount and in exchange for, this Warrant to purchase all or a portion of cash, such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders of Capital Stock new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter marketterms hereof and thereof, or is to be so listed for trading or quoted immediately following together with such event, and if other matters as the Holder properly exercises the Warrant within thirty (30may reasonably request. The foregoing provisions of this Section 6(b) daysshall similarly apply to successive Transactions.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while the shares of Series B Preferred Stock remain outstanding, the Corporation shall be a party to or shall otherwise engage in any reclassification transaction or reorganization series of related transactions constituting a merger of the outstanding Corporation into, a consolidation of the Corporation with, a sale, lease, transfer, conveyance or other disposition (in one or a series of related transactions) of all or substantially all of the Corporation’s assets to, or an acquisition of 50% or more of the voting interests in the Corporation by, any other Person (a “Non-Surviving Transaction”) then, as a condition to the consummation of such Non-Surviving Transaction, the Corporation shall cause such other Person to make lawful provision as a part of the terms of such Non-Surviving Transaction whereby: (i) so long as any share of Series B Preferred Stock remains outstanding, on such terms and subject to such conditions substantially identical to the provisions set forth in this Certificate of Designations, each share of Series B Preferred Stock, upon the conversion thereof at any time on or after the consummation of such Non-Surviving Transaction, shall be convertible into, in lieu of the Common Stock issuable upon such conversion prior to such consummation, only the securities or other property (“Substituted Property”) that would have been receivable upon such Non-Surviving Transaction by a holder of the number of shares of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value into which such share of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Series B Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) was convertible immediately prior to such event Non-Surviving Transaction, assuming such holder of Common Stock: (A) is not a Person with which the “Alternative Issuance” ); provided, however, that in connection with Corporation consolidated or into which the closing of any Corporation merged or which merged into the Corporation or to which such consolidation, merger, sale or conveyancetransfer was made, as the successor case may be (“Constituent Person”), or purchasing entity shall execute an amendment hereto providing for delivery Affiliate of such Alternative Issuancea Constituent Person; provided, further, that and (iB) if the holders of the Common Stock were entitled failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Non-Surviving Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Non-Surviving Transaction is not the same for each share of Common Stock held immediately prior to such Non-Surviving Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then, for the purposes of this Section 5(e), the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Non-Surviving Transaction by each Non-Electing Share shall be deemed to be the weighted average of the kind and amount received so receivable per share by a plurality of the Non-Electing Shares); and (ii) the rights, preferences, privileges and obligations of such other Person and the holders of shares of Series B Preferred Stock in respect of Substituted Property shall be substantially identical to the rights, preferences, privileges and obligations of the Corporation and holders of shares of Series B Preferred Stock in respect of Common Stock hereunder as set forth in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer this Section 5. Such lawful provision shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided provide for in the Company’s amended and restated certificate of incorporation) under circumstances in adjustments which, upon completion for events subsequent to the effective date of such tender or exchange offerlawful provision, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible substantially identical to the adjustments provided for elsewhere in this Section 4; provided, further, that if less than 70% 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established overthis Section 5(e) shall similarly apply to successive Non-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysSurviving Transactions.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, or a consolidation of the Company with, any other Person in which the previously outstanding shares of Common Stock shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other than property (including cash) or any combination of the foregoing, or a change under subsection 4(c)(isale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) hereof or that solely affects the par value of such shares of Common Stock(a “Non-Surviving Transaction”), or in the case of (2) any merger or consolidation of another Person into the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the previously outstanding shares of Common Stock)Stock shall be cancelled, reclassified or in the case of any sale converted or conveyance to another entity changed into or exchanged for securities of the assets Company or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing (a “Surviving Transaction”; any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”) then: (i) as a condition to the consummation of such Transaction, the Company shall cause such other Person to execute and deliver to the Warrant Agent a written instrument providing that: (A) so long as any Warrant remains outstanding in whole or in part (including after giving effect to the changes specified under clause (B) below), the holders of the Warrant shall thereafter have the right to purchase and receivesuch Warrant, upon the basis and upon exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject to such conditions specified as shall be as nearly equivalent as may be practicable to the provisions set forth in the Warrants and this Agreement) into, in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities (“Substituted Securities”) that would have been receivable upon such Transaction by a holder of the number of shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon into which such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) Warrant was exercisable immediately prior to such event (Transaction assuming, in the “Alternative Issuance” ); provided, however, that in connection with the closing case of any such consolidationTransaction, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery if (as a result of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right rights of election as to or otherwise) the kind or amount of securities, cash or and other assets property receivable upon such consolidation or merger, then Transaction is not the kind and amount same for each share of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in held immediately prior to such consolidation or merger that affirmatively make Transaction, such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders holder of the Common Stock is a Person that is neither (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders I) an employee of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group Subsidiary thereof nor (within II) a Person with which the meaning of Rule 13d-5(b)(1) under Company consolidated or into which the Exchange Act (Company merged or any successor rule)) of which such maker is a part, and together with any affiliate merged into the Company or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of a stockholder if such Warrant holder had exercised Constituent Person; and (B) the Warrant prior to the expiration rights and obligations of such tender or exchange offer, accepted such offer other Person and all the Holders in respect of the Common Stock held by such holder had been purchased pursuant Substituted Securities shall be substantially unchanged to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Common Stock hereunder as set forth in Section 3.1 hereof; (ii) with respect to any Transaction, such written instrument under clause (i) above shall provide for adjustments which, for events subsequent to the effective date of such written instrument shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4; provided, further, that if less than 70% 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this Section 5.1(f) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case of any reclassification or reorganization of (a) If the outstanding shares of common stock are increased, decreased or exchanged for a different kind or number of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock (or other than a change under subsection 4(c)(i) hereof securities, through merger, consolidation, sale of all or that solely affects substantially all of the par value assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock, or other securities, an appropriate and proportionate adjustment will be made in (i) the maximum number and kind of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to then outstanding options under the Plan and (iii) the price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as to which such options remain exercisable. No fractional shares will be issued under the Plan on account of any such adjustments. (b) In the event that the Company is merged or consolidated into or with another corporation (in which consolidation or merger, the stockholders of the Company receive distributions of cash or securities of another issuer as a result thereof), or in the case event that all or substantially all of any merger or consolidation the assets of the Company with are acquired by any other person or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock)entity, or in the case event of a reorganization or liquidation of the Company, the Board of Directors of the Company, or the board of directors of any sale or conveyance to another entity corporation assuming the obligations of the assets Company, shall, as to outstanding options, either (i) provide that such options shall be assumed, or other property of equivalent options shall be substituted, by the Company as acquiring or successor corporation (or an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”affiliate thereof), or (ii) upon written notice to the holders of the Warrant shall thereafter have the right to purchase and receiveoptionees, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, provide that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) all unexercised options will terminate immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender merger, consolidation, acquisition, reorganization or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable liquidation unless exercised by the holders optionee within a specified number of Capital Stock in days following the applicable event is payable in the form date of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysnotice.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while the shares of Series A Preferred Stock remain outstanding, the Corporation shall be a party to or shall otherwise engage in any reclassification transaction or reorganization series of related transactions (other than the transactions contemplated by the Magellan Merger Agreement) constituting a merger of the outstanding Corporation into, a consolidation of the Corporation with, a sale, lease, transfer, conveyance or other disposition (in one or a series of related transactions) of all or substantially all of the Corporation’s assets to, or an acquisition of 50% or more of the voting interests in the Corporation by, any other Person (a “Non-Surviving Transaction”) then, as a condition to the consummation of such Non-Surviving Transaction, the Corporation shall cause such other Person to make lawful provision as a part of the terms of such Non-Surviving Transaction whereby: (a) so long as any share of Series A Preferred Stock remains outstanding, on such terms and subject to such conditions substantially identical to the provisions set forth in this Certificate of Incorporation, each share of Series A Preferred Stock, upon the conversion thereof at any time on or after the consummation of such Non-Surviving Transaction, shall be convertible into, in lieu of the Common Stock issuable upon such conversion prior to such consummation, only the securities or other property (“Substituted Property”) that would have been receivable upon such Non-Surviving Transaction by a holder of the number of shares of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value into which such share of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Series A Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) was convertible immediately prior to such event (the “Alternative Issuance” ); providedNon-Surviving Transaction, however, that in connection with the closing assuming such holder of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that Common Stock: (i) if is not a Person with which the holders Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of the Common Stock were entitled a Constituent Person; and (ii) failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Non-Surviving Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Non-Surviving Transaction is not the same for each share of Common Stock held immediately prior to such Non-Surviving Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then, for the purposes of this Section 5.9, the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Non-Surviving Transaction by each Non-Electing Share shall be deemed to be the weighted average of the kind and amount received so receivable per share by a plurality of the Non-Electing Shares); and (b) the rights, preferences, privileges and obligations of such other Person and the holders of shares of Series A Preferred Stock in respect of Substituted Property shall be substantially identical to the rights, preferences, privileges and obligations of the Corporation and holders of shares of Series A Preferred Stock in respect of Common Stock hereunder as set forth in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer this Section 5. Such lawful provision shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided provide for in the Company’s amended and restated certificate of incorporation) under circumstances in adjustments which, upon completion for events subsequent to the effective date of such tender or exchange offerlawful provision, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible substantially identical to the adjustments provided for elsewhere in this Section 4; provided, further, that if less than 70% 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established overthis Section 5.9 shall similarly apply to successive Non-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysSurviving Transactions.

Changes in Common Stock. In case (i) If at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or one of its Subsidiaries (a “Reorganizing Transaction”), then as a condition of the consummation of the Reorganizing Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property. The Company will not effect any Reorganizing Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. (ii) If at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities or Capital Stock or other securities of another corporation other than a Subsidiary of the Company or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then as a condition of the consummation of the Transaction, this Warrant shall thereafter have the right to purchase be cancelled and receivelawful, upon the basis enforceable and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the (A) exercise this Warrant prior to the expiration consummation of the Transaction or (B) receive cash, Capital Stock or other consideration equal to the aggregate amount of such tender or exchange offer, accepted consideration the Holder would have received in such offer and all of the Common Stock held by such holder Transaction if it had been purchased pursuant exercised this Warrant in full immediately prior to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible the Transaction minus the aggregate Exercise Price which would have been payable by the Holder had it exercised this Warrant in full immediately prior to the adjustments provided for in consummation of the Transaction, and the Warrant shall be cancelled effective as of the consummation of the Transaction. (iii) The foregoing provisions of this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is 5(b) shall similarly apply to be so listed for trading or quoted immediately following such event, successive Reorganizing Transactions and if the Holder properly exercises the Warrant within thirty (30) daysTransactions.

Changes in Common Stock. In case If at any time, other than in connection with a Change of Control, the Company shall initiate any reclassification transaction or reorganization be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or Capital Stock of the Company or other securities of another corporation or interests in a non-corporate entity or other property (including cash or cash equivalents) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then as a condition of the consummation of the Transaction, the Company shall provide that lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive a new warrant in form and substance similar to, and in exchange for, this Warrant shall thereafter have the right to purchase all or a portion of such securities or other property; provided that, if (i) the Company is unable to secure such new warrant and receive, upon (ii) the basis and upon Holder is unable to receive the terms and conditions specified aggregate consideration to which it is entitled in the Warrants and form of cash or cash equivalents for this Warrant (without being required to exercise this Warrant) in connection with such Transaction, then, the Holder may elect, by giving the Company written notice thereof, to either (a) exercise this Warrant in connection with the consummation of the Transaction for, in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable Warrant Shares issuable upon the exercise of the rights represented therebysuch exercise, the kind and amount of shares of stock securities or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% 6) or (b) sell this Warrant to the Company (without being required to exercise this Warrant) in connection with the consummation of the Transaction at a price equal to the product of (A) the difference of (1) the Fair Market Value Per Share minus (2) the Exercise Price per share then in effect multiplied by (B) the Aggregate Number then in effect; provided that, any consideration receivable received by the holders of Capital Stock Holder pursuant to any Transaction shall be subject to and conditioned up such Holder’s pro rata contribution to any applicable escrow, holdback, earnout, expense fund or otherwise, as applicable, in each case as long as such amounts shall be withheld on at least a pro rata basis among all stockholders participating in the applicable event is payable Transaction. The Company will not affect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the form foregoing provisions. The foregoing provisions of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this Section 6(b) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case of (a) If any capital reorganization or reclassification or reorganization of the outstanding shares capital stock of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock)Company, or in the case of any consolidation or merger or consolidation of the Company with another corporation or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock)entity, or in the case sale, transfer or other disposition of any sale all or conveyance substantially all of its properties to another entity of the assets corporation or other property entity, shall be effected, then, as a condition of the Company as an entirety such reorganization, reclassification, consolidation, merger, sale, transfer or substantially as an entirety in connection with which the Company is dissolved (any other disposition, lawful and adequate provision shall be made whereby each holder of the foregoing being herein called a “Transaction”), the holders of the Warrant Warrants shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions herein specified in the Warrants and in lieu of the shares of the Common Stock of the Company immediately theretofore issuable upon exercise of the Warrants, such shares of stock, securities or properties, if any, as may be issuable or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore issuable upon exercise of the Warrants had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of each holder of Warrants to the end that the provisions hereof (including without limitation provisions for adjustment of the number of shares of Common Stock purchasable and receivable upon exercise of each Warrant) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of thereof. The Company shall not effect any such consolidation, merger, sale sale, transfer or conveyanceother disposition, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing entity or otherwise acquiring such properties shall execute an amendment hereto providing for delivery of such Alternative Issuance; providedassume, further, that (i) if by written instrument executed and mailed or delivered to the holders of the Common Stock were entitled to exercise a right Warrants at the last address of election as to such holders appearing on the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average books of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which obligation to deliver to such maker is a part, and together with any affiliate or associate of holders such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stockstock, securities or properties as, in accordance with the holder of a Warrant shall foregoing provisions, such holders may be entitled to receive as the Alternative Issuanceacquire. The above provisions of this subparagraph shall similarly apply to successive reorganizations, the highest amount of cashreclassifications, securities consolidations, mergers, sales, transfers, or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysdispositions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction with a Person other than an Affiliate (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company's assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder combination of the Warrants would have received if foregoing (each such holder had exercised histransaction being herein called a "TRANSACTION"), her or then, the Company shall use its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that commercially reasonable efforts in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders consummation of the Common Stock were entitled Transaction, to exercise a right of election as to the kind or amount of securitiesprovide that lawful, cash or other assets receivable upon such consolidation or merger, then the kind enforceable and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable adequate provision shall be deemed to be made so that the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to receive as a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property; provided, that, if the Alternative IssuanceCompany is unable to secure such new warrant, then the Holder will exercise this Warrant in connection with the consummation of the Transaction for, in lieu of the Warrant Shares issuable upon such exercise, the highest amount of cash, securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will use its commercially reasonable efforts to have each corporation or other entity (other than the Company) which may have agreed to deliver any new warrant, furthersecurities or other property as provided herein assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders of Capital Stock new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter marketterms hereof and thereof, or is to be so listed for trading or quoted immediately following together with such event, and if other matters as the Holder properly exercises may reasonably request. The Company may cancel this Warrant if, in violation of the terms herein, the Holder does not exercise this Warrant within thirty (30) daysas required pursuant to this Section 6(b).

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then, as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect, by written notice to the Company, to receive (i) in exchange for the surrender of this Warrant shall thereafter to the Company and the same Exercise Price (rather than the exercise thereof), the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the right to purchase Transaction if such Holder had exercised this Warrant and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of (if applicable) converted the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) issuable hereunder immediately prior to such event (the “Alternative Issuance” ); providedthereto, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tendernew warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion portion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised this Warrant and (if applicable) converted the shares of Common Stock issuable hereunder immediately prior thereto, for the same Exercise Price, or (iii) upon exercise of this Warrant at any time on or after the consummation of the Transaction but prior to the expiration of such tender or exchange offerExpiration Date, accepted such offer and all in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant and (if applicable) converted the shares of Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, issuable hereunder immediately prior thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein shall assume by written instrument the obligation to deliver to such Holder such new warrant, that if less than 70% securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive. The foregoing provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this Section 6(c) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case at any time or from time to time the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting (i) a merger of the Company into, a consolidation of the Company with, or a sale of all or substantially all of the Company's assets to, any other Person (a "NON-SURVIVING TRANSACTION") or (ii) any merger of another Person into the Company in which the previously outstanding shares of Common Stock shall be cancelled, reclassified, converted or changed into or exchanged for securities of the Company or other property (other than including cash) or any combination of the foregoing (a change under subsection 4(c)(i) hereof "SURVIVING TRANSACTION"; any Non-Surviving Transaction or that solely affects Surviving Transaction being herein called a "TRANSACTION"), then, as a condition to the par value consummation of such shares of Common Stock)Transaction, or the Company shall (or, in the case of any merger Non-Surviving Transaction, the Company shall cause such other Person to) execute and deliver to the Warrant Agent a written instrument providing that (x) during the period any Warrant is exercisable as specified in SECTION 3.2(B), on such terms and subject to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement, each Warrant, upon the exercise thereof at any time on or consolidation after the consummation of such Transaction, shall be exercisable into, and the Warrant Certificate evidencing such Warrant shall thereafter represent the right to exercise such Warrant into, in lieu of the Company with Common Stock issuable upon such exercise prior to such consummation, only the securities or into another entity or conversion other property ("SUBSTITUTED PROPERTY") that would have been receivable upon such Transaction by a holder of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization number of the outstanding shares of Common Stock)Stock into which such Warrant was exercisable immediately prior to such Transaction, or in the case assuming such holder of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection Common Stock (A) is not a Person with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of consolidated or into which the Company immediately theretofore purchasable and receivable upon merged or which merged into the exercise of the rights represented thereby, the kind and amount of shares of stock Company or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any to which such sale or transfertransfer was made, that as the holder case may be ("CONSTITUENT PERSON"), or an Affiliate of the Warrants would have received if such holder had exercised his, her or its Warrant(sa Constituent Person and (B) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then, for the purposes of this SECTION 5.1(H), the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Transaction by each Non-Electing Share shall be deemed to be the weighted average of the kind and amount received so receivable per share by the holders a plurality of the Common Stock in such consolidation or merger that affirmatively make such electionNon-Electing Shares), and (iiy) if a tender, exchange or redemption offer shall have been made to the rights and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders obligations of the Company as provided for (or, in the Company’s amended and restated certificate event of incorporation) under circumstances in whicha Non-Surviving Transaction, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)other Person) and any members the Holders in respect of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Substituted Property shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Underlying Common Stock hereunder as set forth in SECTION 3.1 hereof and elsewhere herein. Such written instrument shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4; provided, further, that if less than 70% SECTION 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this SECTION 5.1(H) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon such reclassification, reorganization, merger or consolidationany combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or Nasdaq SmallCap Market or any successor thereto or quoted or published in the over-the-counter market, or upon any comparable system (each such transaction being herein called the "TRANSACTION", the date on which the Transaction is first announced to the shareholders of the Company being herein called the "ANNOUNCEMENT DATE", the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a dissolution following recapitalization of the Common Stock or any other such sale transaction in which the Company retains substantially all of its assets and survives as a corporation) or transfersuch other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or equivalent equity interests)) then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection), (a) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation determined as of the Consummation Date, or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders Market Price per share of the Acquirer's Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders determined as of the Company as provided for Consummation Date (subject in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject each case to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4; providedWarrant), further, that if less than 70% or at the election of the holder of this Warrant pursuant to notice given to the Company within 30 days after the Consummation Date, (b) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of each share of Common Stock issuable upon such exercise prior to the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event definition of Market Price shall have been the greatest, or, if neither the Acquiring Company nor the Parent meets the requirements set forth in subsections (d), (e) and (f) below, (c) shall be entitled to receive, within 30 days after such election, in full satisfaction of the exercise rights afforded under this Warrant to the holder thereof, an amount equal to the fair market value of such exercise rights as determined by an independent investment banker (with an established national reputation as a valuer of equity securities) selected by the Required Holders and reasonably acceptable to the Company, such fair market value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Transaction. The Company agrees to obtain, and deliver to each holder of Warrants a copy of the determination of an independent investment banker (selected by the Required Holders necessary) to permit elections under subsection (c) above within 15 days after the Consummation Date of any Transaction to which subsection (c) is payable applicable. The requirements referred to above in the form case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (d) it is a solvent corporation organized under the laws of any State of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system or quoted or published in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, and such common stock continues to meet such requirements for such listing or quotation, (e) it is required to be so listed for trading or quoted immediately following such eventfile, and if in each of its three fiscal years immediately preceding the Holder properly exercises Consummation Date has filed, reports with the Warrant within thirty Commission pursuant to Section 13 or 15(d) of the Exchange Act, and (30f) daysin the case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in accordance with the foregoing provisions, such holder may be entitled, and such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, reasonably satisfactory to each holder of Warrants, which opinion shall state that all the outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity of the Warrants in accordance with the terms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case of If any capital reorganization or reclassification or reorganization of the outstanding shares capital stock of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock)Company, or in the case of any consolidation or merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock)corporation, or in the case sale, transfer or other disposition of any sale all or conveyance substantially all of its properties to another entity corporation, shall be effected, then, as a condition of the assets such reorganization, reclassification, consolidation, merger, sale, transfer or other property disposition, lawful and adequate provision shall be made whereby each holder of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant Warrants shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions herein specified in the Warrants and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable issuable upon the exercise of the rights represented therebyWarrants, such shares of stock, securities or properties, if any, as may be issuable or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the kind and amount number of shares of stock or other securities or property (including cash) receivable such Common Stock immediately theretofore issuable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder exercise of the Warrants would have received if had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of each holder had exercised hisof Warrants to the end that the provisions hereof (including without limitation provisions for adjustment of the Exercise Price) shall thereafter be applicable, her as nearly equivalent as may be practicable in relation to any shares of stock, securities or its Warrant(s) immediately prior to such event (properties thereafter deliverable upon the “Alternative Issuance” ); provided, however, that in connection with the closing of exercise thereof. The Company shall not effect any such consolidation, merger, sale sale, transfer or conveyanceother disposition, unless prior to or simultaneously with the consummation thereof the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that corporation (iif other than the Company) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in resulting from such consolidation or merger that affirmatively make or the corporation purchasing or otherwise acquiring such electionproperties shall assume, by written instrument executed and (ii) if a tender, exchange mailed or redemption offer shall have been made delivered to and accepted by the holders of Warrants at the Common Stock (other than a tender, exchange or redemption offer made by last address of such holders appearing on the Company in connection with redemption rights held by stockholders books of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which obligation to deliver to such maker is a part, and together with any affiliate or associate of holders such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stockstock, securities or properties as, in accordance with the holder of a Warrant shall foregoing provisions, such holders may be entitled to receive as the Alternative Issuanceacquire. The above provisions of this subparagraph shall similarly apply to successive reorganizations, the highest amount of cashreclassifications, securities consolidations, mergers, sales, transfers, or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysdispositions.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, or a consolidation of the Company with, any other Person in which the previously outstanding shares of Common Stock shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other than property (including cash) or any combination of the foregoing, or a change under subsection 4(c)(isale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) hereof or that solely affects the par value of such shares of Common Stock(a “Non-Surviving Transaction”), or in the case of (2) any merger or consolidation of another Person into the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the previously outstanding shares of Common Stock)Stock shall be cancelled, reclassified or in the case of any sale converted or conveyance to another entity changed into or exchanged for securities of the assets Company or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing (a “Surviving Transaction”; any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”)) then: (i) as a condition to the consummation of such Transaction, the holders Company shall (or, in the case of any Non-Surviving Transaction, the Company shall cause such other Person to) execute and deliver to the Warrant shall thereafter have the right to purchase and receiveAgent a written instrument providing that: (A) so long as any Warrant remains outstanding, such Warrant, upon the basis and upon exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable on such terms and subject to such conditions specified as shall be as nearly equivalent as may be practicable to the provisions set forth in the Warrants and this Agreement: a. into, in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities or other property (“Substituted Property”) that would have been receivable upon such Transaction by a holder of the number of shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon into which such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) Warrant was exercisable immediately prior to such event Transaction, assuming (except in the case of a reclassification) such holder of Common Stock: i. is a Person (“Alternative Issuance” ); provided, however, Qualifying Person”) that in connection with is neither (I) an employee of the closing Company or of any Subsidiary thereof nor (II) a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such consolidation, merger, sale or conveyancetransfer was made, as the successor case may be (“Constituent Person”), or purchasing entity shall execute an amendment hereto providing for delivery Affiliate of such Alternative Issuancea Constituent Person; provided, further, that (i) if the holders of the Common Stock were entitled and ii. failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then, for the purposes of this Section 5.1(g), the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Transaction by each Non-Electing Share shall be deemed to be the weighted average of the kind and amount received so receivable per share by the holders a plurality of the Non-Electing Shares); and b. at an Exercise Price for such Substituted Property equal to the aggregate Exercise Price payable by such holder for all such shares of Common Stock in into which such consolidation or merger that affirmatively make Warrant was exercisable immediately prior to such election, Transaction; and (B) the rights and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders obligations of the Company as provided for (or, in the Company’s amended and restated certificate event of incorporation) under circumstances in whicha Non-Surviving Transaction, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)other Person) and any members the holders in respect of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Substituted Property shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the rights and obligations of the Company and holders in respect of Common Stock hereunder as set forth in Section 3.1 hereof and elsewhere herein. Such written instrument under Section 5.1(g)(i) above shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4; provided, further, that if less than 70% 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this Section 5.1(g) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case of any reclassification or reorganization Subject to Section 2(b) of the outstanding shares Shareholders Agreement, in case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of Common Stock (other than a change under subsection 4(c)(i) hereof all or that solely affects substantially all of the par value Company's assets, liquidation, recapitalization or reclassification of such shares of the Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon or any combination of the foregoing (each such reclassificationtransaction being herein called a "Transaction"), reorganizationthen, merger or consolidationas a condition of the consummation of the Transaction, or upon a dissolution following any such sale or transferlawful, enforceable and adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to elect by written notice to the Company to receive as the Alternative Issuance(i) a new warrant in form and substance similar to, the highest amount and in exchange for, this Warrant to purchase all or a portion of cash, such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% 6). Subject to Section 2(b) of the consideration receivable Shareholders Agreement, the Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the holders of Capital Stock Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the applicable event is payable in the form of common stock in the successor foregoing provisions such Holder may be entitled to receive and such corporation or entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is shall have similarly delivered to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant within thirty (30shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof. The foregoing provisions of this Section 6(b) daysshall similarly apply to successive Transactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon or any combination of any of the foregoing (excluding, however, any transaction in which the Company, without more, reincorporates in another jurisdiction) or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or Nasdaq SmallCap Market or any successor thereto or comparable system (each such reclassificationtransaction being herein called the "TRANSACTION", reorganizationthe date on which the Transaction is first announced to the public being herein called the "ANNOUNCEMENT DATE", merger the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a recapitalization of the Common Stock or consolidationany other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or upon equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a dissolution following any corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such sale requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or transferequivalent equity interests)) then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection), (a) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation determined as of the Consummation Date, or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders Market Price per share of the Acquirer's Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders determined as of the Company as provided for Consummation Date (subject in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject each case to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4; providedWarrant), further, that if less than 70% or at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, (b) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of each share of Common Stock issuable upon such exercise prior to the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event definition of Market Price shall have been the greatest, or, if neither the Acquiring Company nor the Parent meets the requirements set forth in subsections (d), (e) and (f) below, at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date; or (c) shall be entitled to receive, within 30 days after such election, in full satisfaction of the exercise rights afforded under this Warrant to the holder thereof, an amount equal to the fair market value of such exercise rights as determined by an independent investment banker (with an established national reputation as a valuer of equity securities) selected by the Required Holders with the approval of the Company, such fair market value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Transaction. The Company agrees to obtain, and deliver to each holder of Warrants a copy of the determination of an independent investment banker (selected by the Required Holders with the approval of the Company) necessary to permit elections under subsection (c) above within 15 days after the Consummation Date of any Transaction to which subsection (c) is payable applicable. The requirements referred to above in the form case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (d) it is a solvent corporation organized under the laws of any State of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system, and such common stock continues to meet such requirements for such listing or quotation, (e) it is required to file, and in each of its three fiscal years immediately preceding the Consummation Date has filed, reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, and (f) in the successor case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time or from time to time the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting (x) a merger of the Company into, a consolidation of the Company with, or a sale of all or substantially all of the Company’s assets to, any other Person (a “Non-Surviving Transaction”) or (y) any merger of another person into the Company in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be canceled, reclassified, converted or that solely affects the par value of such shares of Common Stock), changed into or in the case of any merger or consolidation exchanged for securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing being herein called (a “Surviving Transaction”, and along with a Non-Surviving Transaction, a “Transaction”), then, as a condition to the holders consummation of such Transaction, the Company shall, or, in the case of a Non-Surviving Transaction, the Company shall cause such other Person to execute and deliver to each Holder a written instrument providing that (a) during the period any Warrant is exercisable, on such terms and subject to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement, the Holder of the Warrant Certificate evidencing such Warrant, upon the exercise thereof at any time on or after the consummation of such Transaction, shall be entitled to receive, and such Warrant Certificate shall thereafter have represent the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of New Common Stock issuable upon such exercise prior to such consummation, only the securities or other property (“Substituted Property”) that would have been receivable upon such Transaction by a holder of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount number of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, New Common Stock that the holder of the Warrants would have received been issued upon exercise of such Warrant if such holder Holder had exercised his, her or its Warrant(s) such Warrant in full immediately prior to such event (the “Alternative Issuance” ); providedTransaction, however, that in connection with the closing assuming such holder of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that New Common Stock (i) if is not a Person with which the holders Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of the Common Stock were entitled a Constituent Person and (ii) failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”), then, for the purposes of this Section 5.1.11, the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Transaction by each non-electing share shall be deemed to be the weighted average of the kind and amount received so receivable per share by the holders a plurality of the Common Stock in such consolidation or merger that affirmatively make such electionnon-electing shares), and (iib) if a tender, exchange or redemption offer shall have been made to the rights and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders obligations of the Company as provided for and the holders in the Company’s amended and restated certificate respect of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Substituted Property shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Underlying Common Stock hereunder as set forth in Section 3.1 hereof and elsewhere herein. Such written instrument shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5. The above provisions of this Section 4; provided5.1.11, furthershall similarly apply to successive Transactions. Notwithstanding the foregoing, that if less than 70% in the event of a Non-Surviving Transaction in which none of the consideration receivable Stockholders of the Company are to receive equity securities of the surviving entity and not all of the Warrants have been exercised prior to the consummation of the Non-Surviving Transaction, then the surviving entity may pay the Holders the Substituted Property allocable to such Warrants reduced by the holders of Capital Stock in Exercise Price thereof and cancel the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysWarrants.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company's assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon or any combination of the foregoing (each such reclassificationtransaction being herein called a "Transaction"), reorganizationthen, merger or consolidationas a condition of the consummation of the Transaction, or upon a dissolution following any such sale or transferlawful, enforceable and adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to elect by written notice to the Company or any successor entity to receive as the Alternative Issuance(i) a new warrant in form and substance similar to, the highest amount and in exchange for, this Warrant to purchase all or a portion of cash, such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders of Capital Stock new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter marketterms hereof and thereof, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daystogether with such

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon such reclassification, reorganization, merger or consolidationany combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or Nasdaq SmallCap Market or any successor thereto or quoted or published in the over-the-counter market, or upon any comparable system (each such transaction being herein called the "TRANSACTION", the date on which the Transaction is first announced to the shareholders of the Company being herein called the "ANNOUNCEMENT DATE", the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a dissolution following recapitalization of the Common Stock or any other such sale transaction in which the Company retains substantially all of its assets and survives as a corporation) or transfersuch other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or equivalent equity interests)) then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection), (a) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation determined as of the Consummation Date, or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders Market Price per share of the Acquirer's Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders determined as of the Company as provided for Consummation Date (subject in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject each case to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4; providedWarrant), further, that if less than 70% or at the election of the holder of this Warrant pursuant to notice given to the Company within thirty (30) days after the Consummation Date, (b) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of each share of Common Stock issuable upon such exercise prior to the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event definition of Market Price shall have been the greatest, or, if neither the Acquiring Company nor the Parent meets the requirements set forth in subsections (d), (e) and (f) below, (c) shall be entitled to receive, within 30 days after such election, in full satisfaction of the exercise rights afforded under this Warrant to the holder thereof, an amount equal to the fair market value of such exercise rights as determined by an independent investment banker (with an established national reputation as a valuer of equity securities) selected by the Required Holders and reasonably acceptable to the Company, such fair market value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Transaction. The Company agrees to obtain, and deliver to each holder of Warrants a copy of the determination of an independent investment banker (selected by the Required Holders necessary) to permit elections under subsection (c) above within 15 days after the Consummation Date of any Transaction to which subsection (c) is payable applicable. The requirements referred to above in the form case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (d) it is a solvent corporation organized under the laws of any State of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system or quoted or published in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, and such common stock continues to meet such requirements for such listing or quotation, (e) it is required to be so listed for trading or quoted immediately following such eventfile, and if in each of its three fiscal years immediately preceding the Holder properly exercises Consummation Date has filed, reports with the Warrant within thirty Commission pursuant to Section 13 or 15(d) of the Exchange Act, and (30f) daysin the case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in accordance with the foregoing provisions, such holder may be entitled, and such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, reasonably satisfactory to each holder of Warrants, which opinion shall state that all the outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity of the Warrants in accordance with the terms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, a consolidation of the Company with, or a sale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to, any other Person in which the previously outstanding shares of Common Stock shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other than property (including cash) or any combination of the foregoing (a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock“Non-Surviving Transaction”), or in the case of or (2) any merger or consolidation of another Person into the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the previously outstanding shares of Common Stock)Stock shall be cancelled, reclassified or in the case of any sale converted or conveyance to another entity changed into or exchanged for securities of the assets Company or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing (a “Surviving Transaction”; any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”), then: (i) if such Transaction is a Redomestication Transaction or a Sale Transaction (other than a Sale Cash Only Transaction), as a condition to the holders consummation of such Transaction, the Company shall (or, in the case of any Non-Surviving Transaction, the Company shall cause such other Person to) execute and deliver to the Warrant shall thereafter have Agent a written instrument providing that: (x) so long as any Warrant remains outstanding in whole or in part (including after giving effect to the right to purchase and receivechanges specified under clause (y) below), such Warrant, upon the basis and upon exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject to such conditions specified as shall be as nearly equivalent as may be practicable to the provisions set forth in the Warrants and this Agreement) into, in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities (“Substituted Securities”) that would have been receivable upon such Transaction by a holder of the number of shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon into which such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) Warrant was exercisable immediately prior to such event (Transaction assuming, in the “Alternative Issuance” ); provided, however, that in connection with the closing case of any such consolidationTransaction, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery if (as a result of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right rights of election as to or otherwise) the kind or amount of securities, cash or and other assets property receivable upon such consolidation or merger, then Sale Transaction is not the kind and amount same for each share of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in held immediately prior to such consolidation or merger that affirmatively make Sale Transaction, (A) such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders holder of the Common Stock is a Person (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders “Qualifying Person”) that is neither (I) an employee of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group Subsidiary thereof nor (within II) a Person with which the meaning of Rule 13d-5(b)(1) under Company consolidated or into which the Exchange Act (Company merged or any successor rule)) of which such maker is a part, and together with any affiliate merged into the Company or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of a Constituent Person; and (B) such holder would actually have been entitled as makes a stockholder Sale Maximum Securities Election (if such Warrant holder had exercised applicable); and (y) subject to any applicable reduction in the Warrant prior Exercise Price pursuant to Section 5.1(g)(ii)(E), the expiration of such tender or exchange offer, accepted such offer rights and all obligations of the Common Stock held by Company (or, in the event of a Non-Surviving Transaction, such holder had been purchased pursuant other Person) and the Holders in respect of Substituted Securities shall be substantially unchanged to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) be as nearly equivalent as possible may be practicable to the adjustments provided for in this Section 4; provided, further, that if less than 70% rights and obligations of the consideration receivable by the holders Company and Holders in respect of Capital Common Stock hereunder as set forth in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysSection 3.1 hereof;

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while the shares of Series C Preferred Stock remain outstanding, the Corporation shall be a party to or shall otherwise engage in any reclassification transaction or reorganization series of related transactions constituting a merger of the outstanding Corporation into, a consolidation of the Corporation with, a sale, lease, transfer, conveyance or other disposition (in one or a series of related transactions) of all or substantially all of the Corporation’s assets to, or an acquisition of 50% or more of the voting interests in the Corporation by, any other Person, and such transaction or series of transactions does not constitute a Liquidation Event (a “Non-Surviving Transaction”) then, as a condition to the consummation of such Non-Surviving Transaction, the Corporation shall cause such other Person to make lawful provision as a part of the terms of such Non-Surviving Transaction whereby: (i) so long as any share of Series C Preferred Stock remains outstanding, on such terms and subject to such conditions substantially identical to the provisions set forth in this Certificate of Designations, each share of Series C Preferred Stock, upon the conversion thereof at any time on or after the consummation of such Non-Surviving Transaction, shall be convertible into, in lieu of the Common Stock issuable upon such conversion prior to such consummation, only the securities or other property (“Substituted Property”) that would have been receivable upon such Non-Surviving Transaction by a holder of the number of shares of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value into which such share of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Series C Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) was convertible immediately prior to such event Non-Surviving Transaction, assuming such holder of Common Stock: (A) is not a Person with which the “Alternative Issuance” ); provided, however, that in connection with Corporation consolidated or into which the closing of any Corporation merged or which merged into the Corporation or to which such consolidation, merger, sale or conveyancetransfer was made, as the successor case may be (“Constituent Person”), or purchasing entity shall execute an amendment hereto providing for delivery Affiliate of such Alternative Issuancea Constituent Person; provided, further, that and (iB) if the holders of the Common Stock were entitled failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Non-Surviving Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Non-Surviving Transaction is not the same for each share of Common Stock held immediately prior to such Non-Surviving Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then, for the purposes of this Section 5(e), the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Non-Surviving Transaction by each Non-Electing Share shall be deemed to be the weighted average of the kind and amount received so receivable per share by a plurality of the Non-Electing Shares); and (ii) the rights, preferences, privileges and obligations of such other Person and the holders of shares of Series C Preferred Stock in respect of Substituted Property shall be substantially identical to the rights, preferences, privileges and obligations of the Corporation and holders of shares of Series C Preferred Stock in respect of Common Stock hereunder as set forth in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer this Section 5. Such lawful provision shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided provide for in the Company’s amended and restated certificate of incorporation) under circumstances in adjustments which, upon completion for events subsequent to the effective date of such tender or exchange offerlawful provision, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible substantially identical to the adjustments provided for elsewhere in this Section 4; provided, further, that if less than 70% 5. The above provisions of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established overthis Section 5(e) shall similarly apply to successive Non-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysSurviving Transactions.

Changes in Common Stock. In case of If any capital reorganization or reclassification or reorganization of the outstanding shares capital stock of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock)Corporation, or in the case of any consolidation or merger or consolidation of the Company Corporation with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock)Person, or in the case sale, transfer or other disposition of any sale all or conveyance substantially all of its assets to another entity corporation for cash or stock of the assets such other corporation, shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other property disposition, lawful and adequate provision shall be made whereby each holder of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant Series A Preferred Stock shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions herein specified in the Warrants and in lieu of the shares of the Common Stock of the Company Corporation immediately theretofore purchasable and receivable issuable upon the exercise conversion of the rights represented therebySeries A Preferred Stock, the such kind and amount of shares of stock stock, securities (of the Corporation or other securities another issuer) or property (including cash) receivable or cash as may be issuable or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore issuable upon conversion of the Series A Preferred Stock had such reorganization, reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale sale, transfer or conveyanceother disposition not taken place, and in any such case appropriate provisions shall be made with respect to the successor or purchasing entity shall execute an amendment hereto providing rights and interests of each holder of Series A Preferred Stock to the end that the provisions hereof (including without limitation provisions for delivery of such Alternative Issuance; provided, further, that (i) if the holders adjustment of the Common Stock were entitled to exercise a right of election as to the kind or amount of securitiesConversion Price) shall thereafter be applicable, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable in relation to any shares of stock, securities or property or cash thereafter deliverable upon the adjustments provided for in this Section 4; providedconversion thereof. The Corporation shall not effect any such reorganization, furtherreclassification, that consolidation, merger, sale, transfer or other disposition, unless prior to or simultaneously with the consummation thereof the successor corporation (if less other than 70% of the consideration receivable Corporation) resulting from such reorganization, reclassification, consolidation or merger or the corporation purchasing or otherwise acquiring such properties shall assume, by written instrument executed and mailed or delivered to the holders of Capital Series A Preferred Stock at the last address of such holders appearing on the books of the Corporation, the obligation to deliver to such holders such shares of stock, securities or properties or cash as, in accordance with the applicable event is payable in the form foregoing provisions, such holders may be entitled to acquire. The above provisions of common stock in the successor entity that is listed for trading on a national securities exchange this subparagraph shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysother dispositions.

Changes in Common Stock. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysdays following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Strike Price shall be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Strike Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while the Securities remain Outstanding, the Parent shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (i) a merger of the Parent into, a consolidation of the Parent with, or a sale of all or substantially all of the Parent's assets to, any other Person (a "NON-SURVIVING TRANSACTION"), or (ii) any merger of another Person into the Parent in which the previously outstanding shares of Common Stock shall be cancelled, reclassified or converted or changed into or exchanged for securities of the Company or other property (other than including cash) or any combination of the foregoing (a change under subsection 4(c)(i) hereof "SURVIVING TRANSACTION"; any Non-Surviving Transaction or that solely affects Surviving Transaction being herein called a "TRANSACTION"), then, as a condition to the par value consummation of such shares of Common Stock)Transaction, or the Parent shall (or, in the case of any merger Non-Surviving Transaction, the Company shall cause such other Person to) execute and deliver to the Trustee a supplemental indenture providing that: (x) so long as any Security remains Outstanding, on such terms and subject to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Indenture, each Security, upon the conversion thereof at any time on or consolidation after the consummation of such Transaction, shall be convertible into, in lieu of the Company with Common Stock issuable upon such conversion prior to such consummation, only the securities or into another entity or conversion other property ("SUBSTITUTED PROPERTY") that would have been receivable upon such Transaction by a holder of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization number of the outstanding shares of Common Stock into which such Security was convertible immediately prior to such Transaction, assuming such holder of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection : (A) is not a Person with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of consolidated or into which the Company immediately theretofore purchasable and receivable upon merged or which merged into the exercise of the rights represented thereby, the kind and amount of shares of stock Company or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any to which such sale or transfertransfer was made, that as the holder case may be ("CONSTITUENT PERSON"), or an Affiliate of the Warrants would have received a Constituent Person; and (B) failed to convert his rights of election, if such holder had exercised hisany, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then, for the purposes of this Section 11.10, the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Transaction by each Non-Electing Share shall be deemed to be the weighted average of the kind and amount received so receivable per share by the holders a plurality of the Common Stock in such consolidation or merger that affirmatively make such election, Non-Electing Shares); and (iiy) if a tender, exchange or redemption offer shall have been made to the rights and accepted by the holders obligations of the Common Stock Parent (other than a tenderor, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate event of incorporation) under circumstances in whicha Non-Surviving Transaction, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)other Person) and any members the Holders in respect of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Substituted Property shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the rights and obligations of the Parent and Holders in respect of Common Stock hereunder. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is 11.10 shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system (each such reclassificationtransaction being herein called the "Transaction", reorganizationthe date on which the Transaction is first announced to the public being herein called the "Announcement Date", merger the date of consummation of the Transaction being herein called the "Consummation Date", the Company (in the case of a recapitalization of the Common Stock or consolidationany other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "Acquiring Company", and the common stock (or upon equivalent equity interest) of the Acquiring Company being herein called the "Acquirer's Common Stock", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a dissolution following any corporation which directly or indirectly controls the Acquiring Company (a "Parent") meets such sale requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or transferequivalent equity interests)) then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average either: (a) shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders determined as of the Common Stock Consummation Date (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4Warrant); provided, further, that if less than 70% or (b) at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event definition of Market Price shall have been the greatest; or (c) if neither the Acquiring Company nor the Parent meets the requirements set forth in subsections (d), (e) and (f) below, at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, within 30 days after such election, in full satisfaction of the exercise rights afforded under this Warrant to the holder thereof, an amount equal to the Fair Value of such exercise rights, such Fair Value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Transaction. The Company agrees to obtain, and deliver to each holder of Warrants a copy of the determination of an independent investment banker (selected by the Required Holders with the approval of the Company) necessary to permit elections under subsection (c) above within 15 days after the Consummation Date of any Transaction to which subsection (c) is payable applicable. The requirements referred to above in the form case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (d) it is a solvent corporation organized under the laws of any State of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system, and such common stock continues to meet such requirements for such listing or quotation, (e) it is required to file, and in each of its three fiscal years immediately preceding the Consummation Date has filed, reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, and (f) in the successor case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company's assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon or any combination of the foregoing (each such reclassificationtransaction being herein called a "Transaction"), reorganizationthen as a condition of the consummation of the Transaction, merger or consolidationto provide that lawful, or upon a dissolution following any such sale or transfer, enforceable and adequate provision shall be made so that the holder Holder shall be entitled to (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property; provided that, if the Warrants would have received if Company is unable to secure such holder had exercised hisnew warrant, her or its Warrant(s) immediately prior to such event (then the “Alternative Issuance” ); provided, however, that Holder will exercise this Warrant in connection with the closing consummation of any the Transaction for, in lieu of the Warrant Shares issuable upon such consolidation, merger, sale or conveyanceexercise, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will not effect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders of Capital Stock new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter marketterms hereof and thereof, or is to be so listed for trading or quoted immediately following together with such event, and if other matters as the Holder properly exercises the Warrant within thirty (30may reasonably request. The foregoing provisions of this Section 6(b) daysshall similarly apply to successive Transactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all the Company's assets, liquidation, or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder combination of any of the Warrants would have received if foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the NASDAQ National Market System or any successor thereto or comparable system (each such holder had exercised his, her or its Warrant(s) immediately prior to such event transaction being herein called the "Transaction," the date of consummation of the Transaction being herein called the "Consummation Date," the Company (in the “Alternative Issuance” ); provided, however, that in connection with the closing case of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders a recapitalization of the Common Stock were or any other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "Acquiring Company," and the common stock (or equivalent equity interests) of the Acquiring Company being herein called the "Acquirer's Common Stock", then, as a condition of the consummation of the Transaction, lawful and adequate provisions shall be made so that the Holders, upon the exercise of this Warrant at any time on or after the Consummation Date (but subject in the case of an election pursuant to clause (b) or (c) below, to the time limitation hereinafter provided for such election), (i) shall be entitled to exercise a right of election as to the kind or amount of securitiesreceive, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed thereafter represent the right to be the weighted average receive, upon payment of the kind and amount received per share by the holders then effective Exercise Price, in lieu of the Common Stock in issuable upon such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made exercise prior to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative IssuanceConsummation Date, the highest amount of cash, securities or other property to which such holder the Holder would actually a have been entitled as a stockholder shareholder upon the consummation of the Transaction if such Warrant holder the Holder had exercised the Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 42); provided, further, provided that if less than 70% of the consideration receivable a purchase, tender, or exchange offer shall have been made to and accepted by the holders of Capital Stock in more than 50% of the applicable event is payable in the form outstanding shares of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such eventCommon Stock, and if the Holder properly exercises so designates in such notice given to the Company, the Holder shall be entitled to receive in lieu thereof upon payment of the then effective Exercise Price, the highest amount of securities or other property to which the Holder would actually have been entitled as a shareholder if the Holder 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 8), or, if neither the Acquiring Company nor the Parent meets the requirements set forth in clauses (d), (e), and (f) below, at the election of the Holder pursuant to notice given to the Company on or before the later of (a) the 30th day following the Consummation Date, and (b) the 60th day following the date of delivery or mailing to the Holder of the last proxy statement relating to the vote on the Transaction by the holders of the Common Stock, (ii) shall be entitled to receive, and the Warrant shall thereafter represent the right to receive, upon payment of the then effective Exercise Price, in lieu of the Common Stock issuable upon such exercise prior to the Consummation Date, shares of the Acquiring Company's common stock unless the Acquiring Company fails to meet the requirements set forth in clauses (d), (e), and (f) below, in which case shares of the common stock of the corporation (herein called a "Parent") which directly or indirectly controls the Acquiring Company if it meets the requirements set forth in clauses (d), (e), and (f) below, at an exercise price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the numerator of which is the market price per share (determined in the same manner as provided in the definition of Market Price) of the Acquiring Company's common stock or the Parent's common stock, as the case may be, immediately prior to the Consummation Date and the denominator of which is the Market Price of the Common Stock immediately prior to the Consummation Date, or (ii) the market price per share (as so determined) of the Acquiring Company's common stock or the Parent's common stock, as the case may be, immediately prior to the Consummation Date (subject in each case to adjustments from and after the Consummation Date as nearly equivalent as possible to the adjustments provided for in Section 8), or at the election of the Holder pursuant to notice given to the Company on or before the later of (a) the 30th day following the Consummation Date, and (b) the 60th day following the date of delivery or mailing to the Holder of the last proxy statement relating to the vote on the Transaction by the holders of the Common Stock, (iii) shall be entitled to receive, within thirty 15 days after such election, in full satisfaction of the exercise rights afforded to the Holder under this Section 8 an amount equal to the fair market value of such exercise rights as determined by an independent investment banker (30with an established national reputation as a valuer of equity securities) daysselected by the Company and acceptable to the Holder, such fair market value to be determined with regard to all material relevant factors but without regard to the effects on such value of the Transaction. The Company agrees to obtain, and deliver to the Holder a copy of, the determination of an independent investment banker (selected by the Company and satisfactory to the Holder) necessary for the valuation under clause (c) above within 15 days after the Consummation Date of any Transaction to which clause (c) is applicable. The requirements referred to above in the case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (iv) it is a solvent corporation organized under the laws of any state of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the NASDAQ National Market System or any successor thereto or comparable system, and such common stock continues to meet such requirements for such listing or quotation, (v) it is required to file, and in each of its three fiscal years immediately preceding the Consummation Date has filed, reports with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act, and (vi) in the case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant, the surrender of the Warrant, or the satisfaction of exercise rights as provided herein shall assume, by written instrument delivered to the Holders, the obligation to deliver to the Holders such securities or other property to which, in accordance with the foregoing provisions, the Holders may be entitled, and such corporation or entity shall have similarly delivered to the Holders an opinion of counsel for such corporation or entity, reasonably satisfactory to the Holders, which opinion shall state that the Warrant, including, without limitation the exercise provisions applicable to the Warrant, if any, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the terms hereof, together with such other matters as the Holders may reasonably request. All references in this Section 8 to "Common Stock" shall be deemed to be references to shares or other units of securities the same class as Warrant Shares, as such securities shall change or be changed pursuant to Section 8.9, or other provisions of this Warrant from time to time.

Changes in Common Stock. In case of any reclassification or reorganization substantially all of the outstanding shares Company's assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of previous Fully Diluted Common Stock shall be changed into or exchanged for different securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable or any combination of the foregoing (each such transaction, a "Transaction"), then, as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that each Warrantholder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant(s) or (ii) upon exercise of its Warrant(s) at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such reclassificationexercise prior to such consummation, reorganization, merger the securities or consolidation, or other property (including cash) to which such Warrantholder would have been entitled upon a dissolution following any such sale or transfer, that the holder consummation of the Warrants would have received Transaction if such holder Warrantholder had exercised his, her or its Warrant(s) immediately prior to such event thereto (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided7). The Company will not effect any Transaction unless concurrently with the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein shall assume, by written instrument delivered to such Warrantholder, the obligation to deliver to such Warrantholder such new warrant, securities or other property as in accordance with the foregoing provisions such Warrantholder may be entitled to receive and such corporation or entity shall have similarly delivered to such Warrantholder, if reasonably requested by such Warrantholder, an opinion of counsel for such corporation or entity, reasonably satisfactory to such Warrantholder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders new warrant or the original Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as such Warrantholder may reasonably request. The foregoing provisions of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is this Section 7(b) shall similarly apply to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) dayssuccessive Transactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system (each such reclassificationtransaction being herein called the "Transaction", reorganizationthe date on which the Transaction is first announced to the public being herein called the "Announcement Date", merger the date of consummation of the Transaction being herein called the "Consummation Date", the Company (in the case of a recapitalization of the Common Stock or consolidationany other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "Acquiring Company", and the common stock (or upon equivalent equity interest) of the Acquiring Company being herein called the "Acquirer's Common Stock"), then, as a dissolution following any such sale or transfercondition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection): (a) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation determined as of the Consummation Date, or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders Market Price per share of the Acquirer's Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders determined as of the Company as provided for Consummation Date (subject in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject each case to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4; providedWarrant), further, that if less than 70% or at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date; or (b) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of each share of Common Stock issuable upon such exercise prior to the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event is payable definition of Market Price shall have been the greatest; or, (c) shall be entitled to receive, within 30 days after such election, in full satisfaction of the form exercise rights afforded under this Warrant to the holder thereof, an amount equal to the fair market value of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in such exercise rights as determined by an independent investment banker (with an established over-the-counter marketnational reputation as a valuer of equity securities) selected by the Required Holders with the approval of the Company, or is such fair market value to be so listed for trading or quoted immediately following determined with regard to all material relevant factors but without regard to any negative effects on such eventvalue of the Transaction. The Company agrees to obtain, and if deliver to each holder of Warrants a copy of the Holder properly exercises determination of an independent investment banker (selected by the Warrant Required Holders with the approval of the Company) necessary to permit elections under subsection (c) above within thirty 15 days after the Consummation Date of any Transaction to which subsection (30c) daysis applicable. Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in accordance with the foregoing provisions, such holder may be entitled, and such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the outstanding Warrants, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the Company's assets, liquidation, recapitalization or reclassification of the Company's securities) in connection with which the then outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon or any combination of the foregoing (each such reclassificationtransaction being herein called a "TRANSACTION"), reorganizationthen, merger or consolidationas a condition of the consummation of the Transaction, or upon a dissolution following any such sale or transferlawful, enforceable and adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to elect by written notice to the Company to receive as the Alternative Issuance(i) a new warrant in form and substance similar to, the highest amount and in exchange for, this Warrant to purchase all or a portion of cash, such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, furthersecurities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that if less than 70% all of the consideration receivable by terms of the holders of Capital Stock new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter marketterms hereof and thereof, or is to be so listed for trading or quoted immediately following together with such event, and if other matters as the Holder properly exercises the Warrant within thirty (30may reasonably request. The foregoing provisions of this Section 6(b) daysshall similarly apply to successive Transactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system (each such reclassificationtransaction being herein called the "TRANSACTION", reorganizationthe date on which the Transaction is first announced to the public being herein called the "ANNOUNCEMENT DATE", merger the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a recapitalization of the Common Stock or consolidationany other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or upon equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a dissolution following any corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such sale requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or transferequivalent equity interests)) then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average either: (a) shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders determined as of the Common Stock Consummation Date (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4Warrant); provided, further, that if less than 70% or, (b) at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event definition of Market Price shall have been the greatest, or, (c) if neither the Acquiring Company nor the Parent meets the requirements set forth in subsections (d), (e) and (f) below, at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, within 30 days after such election, in full satisfaction of the exercise rights afforded under this Warrant to the holder thereof, an amount equal to the Fair Value of such exercise rights, such Fair Value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Transaction. The Company agrees to obtain, and deliver to each holder of Warrants a copy of the determination of an independent investment banker (selected by the Required Holders with the approval of the Company) necessary to permit elections under subsection (c) above within 15 days after the Consummation Date of any Transaction to which subsection (c) is payable applicable. The requirements referred to above in the form case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (d) it is a solvent corporation organized under the laws of any State of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system, and such common stock continues to meet such requirements for such listing or quotation, (e) it is required to file, and in each of its three fiscal years immediately preceding the Consummation Date has filed, reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, and (f) in the successor case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company (including any Successor Company) shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting: (1) a consolidation of the Company with, a sale of all of the equity (including a tender or exchange offer) of the Company to, a merger of the Company into, a sale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to, any other Person, or any similar transaction, in each case, in which the previously outstanding shares of Common Stock shall receive or be entitled to receive (either directly or upon subsequent liquidation or winding up), cancelled, reclassified or converted or changed into or exchanged for securities or other than property (including cash) or any combination of the foregoing (a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock“Non-Surviving Transaction”), or in the case of (2) any merger or consolidation of another Person into the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the previously outstanding shares of Common Stock)Stock shall be cancelled, reclassified or in the case of any sale converted or conveyance to another entity changed into or exchanged for securities of the assets Company or other property of the Company as an entirety (including cash) or substantially as an entirety in connection with which the Company is dissolved (any combination of the foregoing (a “Surviving Transaction” and any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”); then: (i) [if such Transaction constitutes a Sale Cash Only Transaction and such Sale Cash Only Transaction is consummated on or prior to the Black-Scholes Expiration Date, then, at the effective time of the consummation of such Sale Cash Only Transaction, (A) any Warrants not exercised prior to the closing of such Sale Cash Only Transaction shall automatically expire, terminate and become void without any payment or consideration other than as contemplated by the following clause (B) and (B) to the extent the Black-Scholes Value of one Warrant as of the date of the consummation of the Sale Cash Only Transaction is greater than zero, the holders Company shall deliver or cause to be delivered to the Holder of each Warrant Certificate evidencing any unexercised Warrants, cash in an amount, for each Warrant so evidenced, equal to the greater of (x) such Black-Scholes Value and (y) the consideration to be received by such Holder if such Warrant were exercised for Common Stock;]* (ii) if such Transaction is a Non-Sale Transaction: * Included in certain Second Lien Warrant Agreements that provide for Black-Scholes protections. (A) as a condition to the consummation of such Transaction, the Company shall (or, in the case of any Non-Surviving Transaction, the Company shall cause such other Person to) execute and deliver to the Warrant shall thereafter have the right to purchase and receiveAgent a written instrument providing that any Warrant that remains outstanding in whole or in part, upon the basis and upon exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject to such conditions specified as shall be as nearly equivalent as may be practicable to the provisions set forth in the Warrants and this Agreement) into, in lieu of the shares of Common Stock of issuable upon such exercise prior to such consummation, only the Company immediately theretofore purchasable and securities or other property (“Substituted Property”) that would have been receivable upon such Transaction by a Qualifying Electing Person holding the exercise of the rights represented thereby, the kind and amount number of shares of stock or other securities or property (including cash) receivable upon Common Stock into which such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) Warrant was exercisable immediately prior to such event Transaction and for an aggregate Exercise Price for such Warrant equal to the product of (I) the “Alternative Issuance” number of shares of Common Stock into which such Warrant was exercisable immediately prior to such Transaction and (II) the Exercise Price per share of Common Stock immediately prior to such Transaction; (B) except as otherwise specified in Section 5.1(f)(ii)(A); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind rights and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders obligations of the Company as provided for (or, in the Company’s amended and restated certificate event of incorporation) under circumstances in whicha Non-Surviving Transaction, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)other Person) and any members the Holders in respect of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Substituted Property shall be entitled substantially unchanged to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of shares of Common Stock hereunder as set forth in Section 3.1 hereof; and (C) such written instrument under clause (ii)(A) above shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 45; providedand the provisions of this Section 5.1(f) shall similarly apply to successive Transactions that are not Third Party Sale Transactions; (iii) [if such Transaction constitutes a Sale Securities Only Transaction and such Sale Securities Only Transaction is consummated on or prior to the Black-Scholes Expiration Date, furtherthen, that at the effective time of the consummation of such Sale Securities Only Transaction, (A) any Warrants not exercised prior to the closing of such Sale Securities Only Transaction shall automatically expire, terminate and become void without any payment or consideration other than as contemplated by the following clause (B) and (B) if less the Black-Scholes Value of one Warrant as of the date of the consummation of the Sale Securities Only Transaction is greater than 70% zero, the Company shall deliver or cause to be delivered to the Holder of each Warrant Certificate evidencing any unexercised Warrants, an amount of the Sale Securities Only Transaction Securities for each Warrant so evidenced having a Fair Market Value equal to the greater of: (x) such Black-Scholes Value and (if such Sale Securities Only Transaction Securities consist of securities of more than one type) in such proportion among the securities so delivered as to be the same as the pro rata kind and amount per share of Common Stock (determined on the basis of all outstanding shares of Common Stock held by all Qualifying Persons) and (y) value of the consideration receivable to be received by such Holder if such Warrant were exercised for Common Stock and (if such Sale Securities Only Transaction Securities consist of securities of more than one type) in such proportion among the securities so delivered as to be the same as the pro rata kind and amount per share of Common Stock (determined on the basis of all outstanding shares of Common Stock held by all Qualifying Persons); or]* (iv) [if such Transaction constitutes a Sale Cash and Securities Transaction and such Sale Cash Only Transaction is consummated on or prior to the Black-Scholes Expiration Date, then, at the effective time of the consummation of such Sale Cash and Securities Transaction, (A) any Warrants not exercised prior to the closing of such Sale Cash and Securities Transaction shall automatically expire, terminate and become void without any payment or consideration other than as contemplated by the holders following clause (B) and (B) if the Black-Scholes Value of Capital each Warrant as of the date of the consummation of the Sale Cash and Securities Transaction is greater than zero, the Company shall deliver or cause to be delivered to the Holder of each Warrant Certificate evidencing any unexercised Warrants, an amount of Sale Cash and Securities Transaction Consideration for each Warrant so evidenced having a Fair Market Value equal to the greater of: (x) such Black-Scholes Value and (if such Sale Cash and Securities Transaction Consideration consists of consideration of more than one type) in such proportion among the cash, securities and other property so delivered as to be the same as the pro rata kind and amount per share of Common Stock (determined on the basis of all outstanding shares of Common Stock held by all Qualifying Persons) actually received in such Sale Cash and Securities Transaction by all Qualifying Persons and (y) value of the applicable consideration to be received by such Holder if such Warrant were exercised for Common Stock and (if such Sale Cash and Securities Transaction Consideration consists of consideration of more than one type) in such proportion among the cash, securities and other property so delivered as to be the same as the pro rata kind and amount per share of Common Stock (determined on the basis of all outstanding shares of Common Stock held by all Qualifying Persons) actually received in such Sale Cash and Securities Transaction by all Qualifying Persons.]* [For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event is payable in the form of common stock in the successor entity that is listed for trading on shall a national securities exchange or is quoted in an established over-the-counter marketHolder be entitled to any Fair Market Value, or is to be so listed for trading any delivery of any cash, securities or quoted immediately following such eventother property in respect thereof, on account of the Warrants (using the Black-Scholes Value or otherwise) in any Non-Sale Transaction (other than the kind and if the Holder properly exercises the Warrant within thirty (30) daysamount of Substituted Property specified in Section 5.1(f)(ii)(A)).]*

Changes in Common Stock. In case at any time or from time to ----------------------- time the Company shall be a party to or shall otherwise engage in any transaction or series of any reclassification or reorganization related transactions constituting (x) a merger of the Company into, a consolidation of the Company with, or a sale of all or substantially all of the Company's assets to, any other Person (a "Non- Surviving Transaction") or (y) any merger of another person into the Company in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be canceled, reclassified, converted or that solely affects the par value of such shares of Common Stock), changed into or in the case of any merger or consolidation exchanged for securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) or any combination of the foregoing (a "Surviving Transaction", and along with a Non-Surviving Transaction, a "Transaction"), then, as a condition to the consummation of such Transaction, the Company shall, or, in the case of a Non-Surviving Transaction, the Company shall cause such other Person to execute and deliver to each Holder a written instrument providing that (a) during the period any Warrant is exercisable, on such terms and subject to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement, the Holder of the Warrant Certificate evidencing such Warrant, upon the exercise thereof at any time on or after the consummation of such Transaction, shall be entitled to receive, and such Warrant Certificate shall thereafter represent the right to receive, in lieu of the New Common Stock issuable upon such exercise prior to such consummation, only the securities or other property ("Substituted Property") that would have been receivable upon such reclassification, reorganization, merger or consolidation, or upon Transaction by a dissolution following any such sale or transfer, that the holder of the Warrants number of shares of New Common Stock that would have received been issued upon exercise of such Warrant if such holder Holder had exercised his, her or its Warrant(s) such Warrant in full immediately prior to such event (the “Alternative Issuance” ); providedTransaction, however, that in connection with the closing assuming such holder of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that New Common Stock (i) if is not a Person with which the holders Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("Constituent Person"), or an Affiliate of the Common Stock were entitled a Constituent Person and (ii) failed to exercise a right his rights of election election, if any, as to the kind or amount of securities, cash or and other assets property receivable upon such consolidation Transaction (provided that if the kind or mergeramount of securities, then cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then, for the purposes of this Section 5.1.11, the kind and amount of securities, cash or and other assets constituting the Alternative Issuance for which the Warrant shall become exercisable property receivable upon such Transaction by each non-electing share shall be deemed to be the weighted average of the kind and amount received so receivable per share by the holders a plurality of the Common Stock in such consolidation or merger that affirmatively make such electionnon-electing shares), and (iib) if a tender, exchange or redemption offer shall have been made to the rights and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders obligations of the Company as provided for and the holders in the Company’s amended and restated certificate respect of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Substituted Property shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Underlying Common Stock hereunder as set forth in Section 3.1 hereof and elsewhere herein. Such written instrument shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4; provided, further, that if less than 70% Article 5. The above provisions of the consideration receivable Section 5.1.11, shall similarly apply to successive Transactions. Notwithstanding the foregoing, in the event of a Non-Surviving Transaction in which none of the Stockholders of the Company are to receive equity securities of the surviving entity and not all of the Warrants have been exercised prior to the consummation of the Non-Surviving Transaction, then the surviving entity may pay the Holders the Substituted Property allocable to such Warrants reduced by the holders of Capital Stock in Exercise Price thereof and cancel the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysWarrants.

Changes in Common Stock. In case If the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder combination of the Warrants would have received if foregoing (each such holder had exercised histransaction being herein called a "Transaction") then, her or its Warrant(s) immediately prior to such event (as a condition of the “Alternative Issuance” ); provided, however, that in connection with consummation of the closing of any such consolidation, merger, sale or conveyanceTransaction, the successor or purchasing entity shall execute an amendment hereto providing for delivery Company, in the case of such Alternative Issuance; provided, further, that (i) if the holders recapitalization of the Common Stock were entitled to exercise Stock, or such other corporation or entity, in the case of a right of election as to the kind or amount of securitiesmerger, cash or other assets receivable upon such consolidation or mergersuch sale (the "Acquiring Company", then and the kind and amount of securities, cash common stock or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average equivalent equity interests of the kind Acquiring Company, the "Acquirer's Common Stock"), shall make lawful and amount received per share by adequate provision so that, upon the holders exercise thereof at any time on or after the consummation of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offerTransaction, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to receive as and each Warrant shall represent the Alternative Issuanceright to receive, in lieu of the Common Stock issuable upon such conversion prior to such consummation, the highest amount of cash, securities or other property (including cash) to which such holder the Holder would actually have been entitled as a stockholder upon consummation of the Transaction if the Holder had exercised such Warrant holder had exercised the Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offerthereto, subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less 3. The Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than 70% the Company) which may be required to deliver any securities or other property upon the exercise of the consideration receivable Warrants as provided herein shall assume, by written instrument delivered to the holders of Capital Stock in Holder, the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is obligation to be so listed for trading or quoted immediately following such event, and if deliver to the Holder properly exercises such securities or other property as in accordance with the Warrant within thirty (30) daysforegoing provisions the Holder may be entitled to receive. The foregoing provisions of this Subsection 3.5 shall similarly apply to successive mergers, consolidations, sales of assets, liquidations and recapitalizations.

Changes in Common Stock. In case (i) If at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety ) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or one of its Subsidiaries (a “Reorganizing Transaction”), then as a condition of the consummation of the Reorganizing Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property. The Company will not effect any Reorganization Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. (ii) If at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities or Capital Stock or other securities of another corporation other than a Subsidiary of the Company or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then as a condition of the consummation of the Transaction, this Warrant shall thereafter have the right to purchase be cancelled and receivelawful, upon the basis enforceable and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, adequate provision shall be made so that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant Holder shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the (A) exercise this Warrant prior to the expiration consummation of the Transaction or (B) receive cash, Capital Stock or other consideration equal to the aggregate amount of such tender or exchange offer, accepted consideration the Holder would have received in such offer and all of the Common Stock held by such holder Transaction if it had been purchased pursuant exercised this Warrant in full immediately prior to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible the Transaction minus the aggregate Exercise Price which would have been payable by the Holder had it exercised this Warrant in full immediately prior to the adjustments provided for in consummation of the Transaction, and the Warrant shall be cancelled effective as of the consummation of the Transaction. (iii) The foregoing provisions of this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is 5(b) shall similarly apply to be so listed for trading or quoted immediately following such event, successive Reorganizing Transactions and if the Holder properly exercises the Warrant within thirty (30) daysTransactions.

Changes in Common Stock. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of any reclassification all or reorganization substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof shall be changed into or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation exchanged for different securities of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) receivable upon or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system (each such reclassificationtransaction being herein called the "TRANSACTION", reorganizationthe date on which the Transaction is first announced to the public being herein called the "ANNOUNCEMENT DATE", merger the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a recapitalization of the Common Stock or consolidationany other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or upon equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a dissolution following any corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such sale requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or transferequivalent equity interests)) then, as a condition of the consummation of the Transaction, lawful and adequate provisions (in form satisfactory to the Required Holders) shall be made so that the holder of this Warrant, upon the Warrants would have received if exercise thereof at any time on or after the Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the time limitation hereinafter provided for such holder had exercised hiselection), (a) shall be entitled to receive, her or its Warrant(s) immediately prior and this Warrant shall thereafter represent the right to such event (the “Alternative Issuance” ); providedreceive, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders lieu of the Common Stock were entitled to issuable upon such exercise a right of election as prior to the kind or amount of securitiesConsummation Date, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average shares of the kind and amount received Acquirer's Common Stock at an Exercise Price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction the holders numerator of which is the Market Price per share of the Acquirer's Common Stock determined as of the Consummation Date and the denominator of which is the Market Price per share of the Common Stock in such consolidation determined as of the Consummation Date, or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders Market Price per share of the Acquirer's Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders determined as of the Company as provided for Consummation Date (subject in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject each case to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4; providedWarrant), further, that if less than 70% or at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, (b) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of each share of Common Stock issuable upon such exercise prior to the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration receivable for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the holders Acquiring Company, the Company or any Affiliate of Capital either thereof, or (ii) an amount in cash equal to the product obtained by multiplying (x) the number of shares of the Acquirer's Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to subsection (a) above times (y) the Market Price per share for the Acquirer's Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the applicable event definition of Market Price shall have been the greatest, or, if neither the Acquiring Company nor the Parent meets the requirements set forth in subsections (d), (e) and (f) below, at the election of the holder of this Warrant pursuant to notice given to the Company within six months after the Consummation Date, or (c) shall be entitled to receive, within 30 days after such election, in full satisfaction of the exercise rights afforded under this Warrant to the holder thereof, an amount equal to the fair market value of such exercise rights as determined by an independent investment banker (with an established national reputation as a valuer of equity securities) selected by the Required Holders with the approval of the Company, such fair market value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Transaction. The Company agrees to obtain and deliver to each holder of Warrants a copy of the determination of an independent investment banker (selected by the Required Holders with the approval of the Company) necessary to permit elections under subsection (c) above within 15 days after the Consummation Date of any Transaction to which subsection (c) is payable applicable. The requirements referred to above in the form case of the Acquiring Company or its Parent are that immediately after the Consummation Date: (d) it is a solvent corporation organized under the laws of any State of the United States of America having its common stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system, and such common stock continues to meet such requirements for such listing or quotation, (e) it is required to file, and in each of its three fiscal years immediately preceding the Consummation Date has filed, reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, and (f) in the successor case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent's Annual Report on Form 10-K as filed with the Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries). Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each holder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of any reclassification all or reorganization substantially all of the outstanding shares Company’s assets, liquidation, recapitalization or reclassification of the Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company is dissolved or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), the holders then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 6(a)(i), lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of this Warrant shall thereafter have at any time on or after the right to purchase and receiveconsummation of the Transaction, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable Warrant Shares issuable upon the such exercise of the rights represented therebyprior to such consummation, the kind and amount of shares of stock securities or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a stockholder upon consummation of the Transaction if such Warrant holder Holder had exercised the this Warrant immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided6). The foregoing provisions of this Section 6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, furthercash or property to be received in a Transaction, that if less than 70% of then the Holder shall be given the same choice as to the consideration receivable by the holders it receives upon any exercise of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately this Warrant following such eventTransaction. At the Holder’s request, and if any successor to the Company or surviving entity in such Transaction shall issue to the Holder properly exercises a new warrant consistent with the Warrant within thirty (30) daysforegoing provisions.

Changes in Common Stock. In At any time while this Warrant remains outstanding and unexpired, in case of any reclassification or reorganization change of outstanding securities of the outstanding shares class issuable upon exercise of Common Stock this Warrant (other than a change under subsection 4(c)(i) hereof in par value, or that solely affects the from par value of such shares of Common Stock)to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or in the case of any consolidation or merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (herein called a "TRANSACTION") (other than a consolidation or merger with another corporation in which the Company is the a continuing corporation and that which does not result in any reclassification or reorganization of the outstanding shares of Common Stock)change, other than a change in par value, or in from par value to no par value, or from no value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the case exercise of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”this Warrant), the holders Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute and deliver to the holder of this Warrant (upon surrender of this Warrant) a new Warrant providing that the holder of this Warrant shall thereafter have the right to purchase exercise such new Warrant (upon terms not less favorable to the holder of this Warrant than those then applicable to this Warrant) and receiveto receive upon such exercise, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the each shares of Common Stock of the Company immediately theretofore purchasable and receivable issuable upon the exercise of the rights represented therebythis Warrant, the kind and amount of shares of stock or stock, other securities securities, money or property (including cash) receivable upon such reclassification, reorganizationchange, merger consolidation or consolidationmerger, or upon a dissolution following any such sale or transfer, that by the holder of the Warrants would have received if such holder one Common Share issuable upon exercise of this Warrant had it been exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); providedreclassification, howeverchange, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the . Such new Warrant shall become exercisable provide for adjustments which shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible may be practicable to the adjustments provided for in this Section 4; provided2. Notwithstanding the foregoing, further, that if less than 70% in the case of any Transaction which pursuant to this Section 2I would result in the consideration receivable execution and delivery by the Company or any successor of a new Warrant to the holder of this Warrant and in which the holders of Capital shares of Common Stock in the applicable event is payable in the form are entitled only to receive money or other property exclusive of common stock equity securities, then in lieu of such new Warrant being exercisable as provided above, the successor holder of this Warrant shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the holder of this Warrant) at its fair value as of the day before such Transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the holder of this Warrant and reasonably acceptable to the Company. The provisions of this Section 2I shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers. Notwithstanding anything contained herein to the contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity that is listed for trading on a national (other than the Company) which may be required to deliver any securities exchange or is quoted other property upon the exercise of Warrants shall assume, by written instrument delivered to each holder of Warrants, the obligation to deliver to such holder such securities or other property as to which, in an established over-the-counter marketaccordance with the foregoing provisions, or is to such holder may be so listed for trading or quoted immediately following such evententitled, and if such corporation or entity shall have similarly delivered to each bolder of Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Warrants, which opinion shall state that all the Holder properly exercises outstanding Warrants, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the Warrant within thirty (30) daysterms hereof and thereof, together with such other matters as such holders may reasonably request.

Changes in Common Stock. In case of If any capital reorganization or reclassification or reorganization of the outstanding shares capital stock of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock)Company, or in the case of any consolidation or merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock)corporation, or in the case sale, transfer or other disposition of any sale all or conveyance substantially all of its properties to another entity corporation, shall be effected, then, as a condition of the assets such reorganization, reclassification, consolidation, merger, sale, transfer or other property disposition, lawful and adequate provision shall be made whereby each holder of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”), the holders of the Warrant Notes shall thereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions herein specified in the Warrants and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable issuable upon conversion of the Notes, such shares of stock, securities or properties, if any, as may be issuable or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore issuable upon conversion of the Notes had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and receivable in any such case appropriate provisions shall be made with respect to the rights and interests of each holder of Notes to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of thereof. The Company shall not effect any such consolidation, merger, sale sale, transfer or conveyanceother disposition, unless prior to or simultaneously with the consummation thereof the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that corporation (iif other than the Company) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in resulting from such consolidation or merger that affirmatively make or the corporation purchasing or otherwise acquiring such electionproperties shall assume, by written instrument executed and (ii) if a tender, exchange mailed or redemption offer shall have been made delivered to and accepted by the holders of Notes at the Common Stock (other than a tender, exchange or redemption offer made by last address of such holders appearing on the Company in connection with redemption rights held by stockholders books of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which obligation to deliver to such maker is a part, and together with any affiliate or associate of holders such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stockstock, securities or properties as, in accordance with the holder of a Warrant shall foregoing provisions, such holders may be entitled to receive as the Alternative Issuanceacquire. The above provisions of this subparagraph shall similarly apply to successive reorganizations, the highest amount of cashreclassifications, securities consolidations, mergers, sales, transfers, or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Capital Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysdispositions.

Changes in Common Stock. In case If the Company shall be a party to any ----------------------- Significant Corporate Event in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities or interests in another Person or other property (including cash) or any combination of any reclassification or reorganization of the outstanding shares of Common Stock foregoing, the Company (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger Significant Corporate Event in which the Company is the continuing retains substantially all of its assets and survives) or such other corporation and that does not result in any reclassification or reorganization entity (an "Acquiring Company") then, as a condition of the outstanding shares consummation of Common Stock)such Significant Corporate Event, or in lawful and adequate provisions shall be made so that (a) the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing being herein called a “Transaction”)Warrantholders, the holders of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, Warrants at any time on or after the kind and amount of shares of stock or other securities or property (including cash) receivable upon date such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event Significant Corporate Event is consummated (the “Alternative Issuance” "Consummation Date"); provided, howeverbut during the Exercise Period, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive as receive, and the Alternative IssuanceWarrants shall thereafter represent the right to receive, in lieu of the Warrant Shares issuable upon such exercise prior to the Consummation Date, the highest greatest number of securities or amount of cash, securities or other property to which such holder Warrantholder would actually have been entitled as a stockholder holder of Common Stock upon the consummation of such a Significant Corporate Event if such Warrant holder Warrantholder had exercised the Warrant its Warrants immediately prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, thereto (subject to adjustments (from and after the consummation of such tender or exchange offer) Consummation Date as nearly equivalent as possible to the adjustments provided for in this Section 4; provided13), furtheror (b) in the case of a Significant Corporate Event in which the Company is not the survivor, that if less than 70% so elected by the Company, the Warrantholders shall be entitled to receive on the Consummation Date in cancellation of their Warrants, the greatest number of securities or amount of other property to which such Warrantholder would actually have been entitled as a holder of Common Stock upon consummation of such Significant Corporate Event if such Warrantholder had exercised its Warrants immediately prior thereto and had paid the Exercise Price therefore as provided for in clause (b) of Section 7. Notwithstanding anything contained herein to the contrary, unless the Company makes an election under clause (b) above, the Company shall not effect any Significant Corporate Event unless prior to the consummation thereof each Acquiring Company which may be required to deliver any securities or other property upon the exercise of the consideration receivable Warrants shall assume, by written instrument delivered to the holders Warrantholders, the obligation to deliver to such Warrantholders such securities or other property to which, in accordance with the foregoing provisions, such Warrantholders may be entitled and an opinion of Capital Stock counsel reasonably satisfactory to the Majority Warrantholders, stating that the Warrants, including, without limitation, the exercise provisions applicable to the Warrants, if any, shall thereafter continue in full force and effect and shall be enforceable against such Acquiring Company in accordance with the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Holder properly exercises the Warrant within thirty (30) daysterms hereof.