Common use of Consolidation, Merger or Sale Clause in Contracts

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, after the date hereof (a) shall consolidate with or merger of the Company merge into any other corporationentity and shall not be the continuing or surviving corporation of such consolidation or merger, (b) shall permit any other entity to consolidate with or merge into the Company and the Company shall be the continuing or surviving entity but, in case connection with such consolidation or merger, all outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any sale other entity or conveyance of cash or any other property, (c) shall transfer all or substantially all of the its properties or assets to any other person or entity, or (d) shall effect a capital reorganization or reclassification of the Company Common Stock (other than a capital reorganization or reclassification for which adjustment in connection with a plan the Exercise Price is provided in Section 4(a)), then, and in the case of complete liquidation of the Companyeach such transaction, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant will have Warrant, upon the right exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (and at the aggregate Exercise Price in effect at the time of such right will continue consummation for the remainder of the Exercise Period) all Common Stock issuable upon such exercise immediately prior to acquire and receive upon exercise of this Warrant such consummation), in lieu of the shares of Common Stock issuable upon such exercise immediately theretofore acquirable prior to such consummation, the highest amount of securities, cash or other property to which such holder would have been entitled as a shareholder upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of consummation if such holder had exercised this Warrant had immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 4. The Company shall not effect any such consolidation, merger merger, or sale of assets, or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock capital reorganization or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance reclassification unless prior to the consummation thereof, the successor continuing or acquiring entity surviving corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stocksecurities, securities cash or assets other property as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the number of this shares of Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the such exercise of this WarrantWarrant prior to such Triggering Event, the Securities, cash and property to which such shares Holder would have been entitled upon the consummation of stocksuch Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), securities subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or assets surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, however, the Holder at its option may be issued or payable elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with respect to or the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in exchange for writing of such Triggering Event and provide the calculations in determining the number of shares of Common Warrant Stock immediately theretofore acquirable and receivable issuable upon exercise of this the new warrant and the adjusted Warrant had such consolidation, merger or sale or conveyance not taken placePrice. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving corporation as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the obligations to deliver adjusted Warrant Price pursuant to the holder terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant such shares of stock, securities or assets as, calculated in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the Warrant Share Number so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled, upon the right exercise hereof at any time after the consummation of such Triggering Event (and to the extent this Warrant is not exercised prior to such right will continue for Triggering Event), to receive at the remainder Warrant Price (as adjusted to take into account the consummation of such Triggering Event), in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of such Triggering Event if such Holder had exercised the rights represented by this WarrantWarrant immediately prior thereto (including the right, if any, of a shareholder to elect the type of consideration it will receive in connection with the Triggering Event), subject to adjustments (subsequent to such shares corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of stocka Triggering Event, securities or assets as may be issued or payable with respect to or the Issuer shall notify the Holder in exchange for writing of such Triggering Event and provide the calculations in determining the number of shares of Common Stock immediately theretofore acquirable and receivable Warrant Stock, if any, issuable upon exercise of this the new warrant and the adjusted Warrant had such consolidation, merger or sale or conveyance not taken placePrice. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving corporation as a result of such consolidationTriggering Event shall issue to the Holder a new warrant of like tenor, merger or sale or conveyanceif any, assumes by written instrument evidencing the obligations under this Paragraph 4 right to purchase the adjusted number of shares of Warrant Stock and the obligations to deliver adjusted Warrant Price pursuant to the holder terms and provisions of this Warrant such shares of stock, securities or assets as, in accordance with Section 4(a)(i). Notwithstanding the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Periodcontrary, this Warrant will becomeSection 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, at as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the option of the Holder, immediately exercisableOTC Bulletin Board.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "TRIGGERING EVENT"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the number of this shares of Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the such exercise of this WarrantWarrant prior to such Triggering Event, the Securities, cash and property to which such shares Holder would have been entitled upon the consummation of stocksuch Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), securities subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this SECTION 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or assets surviving Person as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; PROVIDED, HOWEVER, the Holder at its option may be issued or payable elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with respect to or the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in exchange for writing of such Triggering Event and provide the calculations in determining the number of shares of Common Warrant Stock immediately theretofore acquirable and receivable issuable upon exercise of this the new warrant and the adjusted Warrant had such consolidation, merger or sale or conveyance not taken placePrice. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving Person as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the obligations to deliver adjusted Warrant Price pursuant to the holder terms and provisions of this SECTION 4(A)(I). Notwithstanding the foregoing to the contrary, this SECTION 4(A)(I) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company (or similar Person) that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant such shares of stock, securities or assets as, calculated in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a “Triggering Event”): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for Triggering Event if such Holder had exercised the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of rights represented by this Warrant had immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such consolidationcorporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, merger or sale or conveyance not taken place. In this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such case, the Company will make appropriate provision to insure Triggering Event is a public company that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior is registered pursuant to the consummation thereofSecurities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange, OTC Bulletin Board or the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquirePink Sheets. In the event that the Company effects surviving entity pursuant to any consolidation, merger or sale or conveyance of substantially all of its assets prior such Triggering Event is not a public company that is registered pursuant to the end Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange, OTC Bulletin Board or the Exercise PeriodPink Sheets, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant will become, at according to the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the number of this shares of Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the such exercise of this WarrantWarrant prior to such Triggering Event, the Securities, cash and property to which such shares Holder would have been entitled upon the consummation of stocksuch Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), securities subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or assets surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, however, the Holder at its option may be issued or payable elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with respect to or the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in exchange for writing of such Triggering Event and provide the calculations in determining the number of shares of Common Warrant Stock immediately theretofore acquirable and receivable issuable upon exercise of this the new warrant and the adjusted Warrant had such consolidation, merger or sale or conveyance not taken placePrice. In any such caseUpon the Holder’s request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving corporation as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the obligations to deliver adjusted Warrant Price pursuant to the holder terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant such shares of stock, securities or assets as, calculated in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for Triggering Event if such Holder had exercised the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of rights represented by this Warrant had immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such consolidationcorporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, merger or sale or conveyance not taken place. In this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such case, the Company will make appropriate provision to insure Triggering Event is a public company that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior is registered pursuant to the consummation thereofSecurities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange, OTC Bulletin Board or the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquirePink Sheets. In the event that the Company effects surviving entity pursuant to any consolidation, merger or sale or conveyance of substantially all of its assets prior such Triggering Event is not a public company that is registered pursuant to the end Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange, OTC Bulletin Board or the Exercise PeriodPink Sheets, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant will become, at according to the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in the case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or merger, sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or merger, sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or merger, sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or the acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or merger, sale or conveyance, conveyance (the "Surviving Entity") assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the event the Company withconsolidates or merges with another corporation (other than a consolidation or merger in which the Company is the surviving entity and that does not result in any change in the Warrant Shares), or merger of any sale or other transfer or disposition by the Company into of all or substantially all of its assets to any other corporation, then the Holder will thereafter, upon exercise of this Warrant, be entitled to receive the number of Warrant Shares or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, as the case may be, to which the Holder would have been entitled upon such consolidation, merger, sale, or other disposition if this Warrant had been exercised immediately prior to such consolidation, merger, sale, or other disposition. In any such case, appropriate adjustment will be made in case the application of the provisions set forth in this Warrant with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Warrant (including those relating to adjustments of the Exercise Price and the number of Warrant Shares issuable upon the exercise of this Warrant) will thereafter be applicable in relation to any shares or other property thereafter deliverable upon the exercise of this Warrant as if this Warrant had been exercised immediately prior to such consolidation, merger, sale, or other disposition and the Holder had carried out the terms of the exchange as provided for by such consolidation, or merger. The Company will not effect any such consolidation or merger unless, upon or prior to consummating it, the successor corporation will assume by written instrument the obligation to deliver to the Holder such shares of stock or other securities, cash, or property as the Holder will be entitled to purchase in accordance with the foregoing provisions. Notwithstanding any other provisions of this Warrant, in the event of sale or conveyance other disposition of all or substantially all of the assets of the Company other than in connection with as a part of a plan of complete for liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby all rights to exercise the holder of this Warrant will have terminate upon the right (and such right will continue for earlier of the remainder expiration of the Exercise Period) Period and 60 days after the Company gives written notice to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, Holder that such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisabledisposition has been consummated.

Consolidation, Merger or Sale. In case If at any time the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock by reason of any consolidation capital reorganization or reclassification of the Company with, capital stock of the Corporation or any consolidation or merger of the Company into any other Corporation with another corporation, or in case of any the sale or conveyance of all or substantially all of the Corporation's assets to another corporation or otherwise (a "SIGNIFICANT TRANSACTION") and this Warrant has not expired as of the Company other than in connection with a plan effective date of complete liquidation of the Companysuch Significant Transaction then, then as a condition of such consolidationSignificant Transaction or other transaction, merger or sale or conveyance, lawful and adequate provision will provisions shall be made whereby the holder of this Warrant will shall thereafter have the right (to purchase upon the basis and such right will continue for upon the remainder of the Exercise Period) to acquire terms and receive upon exercise of this Warrant conditions specified herein and in lieu of the shares of Common Stock of the Corporation immediately theretofore acquirable purchasable upon the exercise of this Warrant, such shares of stock, securities securities, or assets (including cash) as may be issued 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 Common Stock such stock immediately theretofore acquirable and receivable upon exercise of this Warrant purchasable had such consolidation, merger Significant Transaction or sale or conveyance other transaction not taken place. In , and in any such case, the Company will make case appropriate provision shall be made with respect to insure the rights and interests of holder to the end that the provisions of this Paragraph 4 hereof will shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities, or securities assets thereafter deliverable upon the exercise of this WarrantWarrant (including an immediate adjustment, by reason of such Significant Transaction or other transaction, of the Exercise Price to the value for the Common Stock reflected by the terms of such Significant Transaction or other transaction if the value so reflected is less than the Exercise Price). The Company To the extent that this Warrant has not expired, the Corporation will not effect any consolidation, merger such Significant Transaction or sale or conveyance other transaction unless prior to the consummation thereof, thereof the successor or acquiring entity corporation (if other than the CompanyCorporation) and, if an entity different resulting from the successor such consolidation or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes the corporation purchasing such assets shall assume by written instrument the obligations under this Paragraph 4 executed and the obligations to deliver mailed or delivered to the holder of this Warrant in accordance with SECTION 13 below, the obligation to deliver to holder such shares of stock, securities securities, or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablereceive.

Consolidation, Merger or Sale. In case of If any consolidation consolidation, merger or similar extraordinary transaction of the Company withwith another Person (other than any subsidiary of the Company), or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company its assets, other than in any such case a Recapitalization Event, shall be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyCommon Stock shall be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder Holder of this each Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon on exercise of this Warrant in lieu such Warrant, for an aggregate price equal to the aggregate Exercise Price for all of the shares underlying the Warrant as in effect immediately before such transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for the number of shares of Common Stock receive if it had exercised such Warrant immediately theretofore acquirable before such transaction and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placebeen entitled to participate therein. In the event of any such caseReorganization Event, the Company will shall make appropriate provision to insure ensure that applicable provisions of this Agreement (including the provisions of Article IV and this Paragraph 4 hereof will Article V) shall thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this WarrantWarrants. The Company will not effect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) andresulting from such Reorganization Event or the entity purchasing such assets shall assume, if an entity different from by written instrument reasonably satisfactory in form and substance to the successor Agent, executed and mailed or acquiring entitydelivered to each Holder of a Warrant at the last address of such Holder appearing on the books of the Company, the entity whose capital stock obligation to deliver the cash, securities or assets property deliverable upon exercise of Warrants. The Company shall notify the Holder of each Warrant of any such proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise each Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of a transaction which requires notice to be given to the holders of the Common Stock of the Company are entitled to receive as a result Company, the Holder of such consolidation, merger or sale or conveyance, assumes by written instrument each Warrant shall be provided the obligations under this Paragraph 4 and the obligations to deliver same notice given to the holder holders of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end Common Stock of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof Section 5 will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother entity, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder of the Warrant shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, after the date hereof (a) shall consolidate with or merger of the Company merge into any other corporationentity and shall not be the continuing or surviving corporation of such consolidation or merger, (b) shall permit any other entity to consolidate with or merge into the Company and the Company shall be the continuing or surviving entity but, in case connection with such consolidation or merger, all outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any sale other entity or conveyance of cash or any other property, (c) shall transfer all or substantially all of the its properties or assets to any other person or entity, or (d) shall effect a capital reorganization or reclassification of the Company Common Stock (other than a capital reorganization or reclassification for which adjustment in connection with a plan the Exercise Price is provided in Section 6(a)), then, and in the case of complete liquidation of each such transaction, proper provision shall be made so that, upon the Companybasis and the terms and in the manner provided in this Warrant, then as a condition the Holder, upon the exercise hereof at any time after the consummation of such consolidationtransaction, merger or sale or conveyanceshall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock issuable upon such exercise immediately prior to such consummation), adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock issuable upon such exercise immediately theretofore acquirable prior to such consummation, the highest amount of securities, cash or other property to which Holder would have been entitled as a shareholder upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of consummation if Holder had exercised this Warrant had immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 6. The Company shall not effect any such consolidation, merger merger, or sale of assets, or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock capital reorganization or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance reclassification unless prior to the consummation thereof, the successor continuing or acquiring entity surviving corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Section 6 and the obligations to deliver to the holder Holder of this Warrant such shares of stocksecurities, securities cash or assets other property as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. (i) In case of (1) any consolidation of the Company with, or merger of the Company into any other corporationcorporation or entity, or in case of (2) any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany (each of clause (1) and (2) shall be referred to as a “Fundamental Transaction”), then then, as a condition of such consolidation, merger or sale or conveyanceFundamental Transaction, adequate provision will be made whereby the holder of this Warrant Holder will have the right thereafter (and such right will continue for at any time or from time to time during the remainder of the Exercise Period) have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore theretofor acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Fundamental Transaction not taken place. . (ii) In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 4(c) hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationFundamental Transaction unless, merger or sale or conveyance unless prior to the consummation thereof, (1) the successor or acquiring entity (if other than the Company), (2) and, if an entity different from the successor or acquiring entity, the any other entity whose capital stock stock, securities or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidationFundamental Transaction and (3) any parent, merger subsidiary or sale affiliate of such successor, acquiring entity or conveyance, other entity whose common stock this Warrant shall be exercisable into by virtue of subparagraph (iii) of this Paragraph 4(c) (any or all of such entities being hereafter referred to as a “Successor Entity”) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In . (iii) Furthermore, in the event of a transaction contemplated by this Paragraph 4(c) involving the acquisition of the Company effects any consolidation, merger by a Public Acquirer (as defined below) for consideration consisting of all or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will becomepart cash, at the option of the Holder, in lieu of any cash in respect of shares of Common Stock underlying this Warrant, this Warrant (or such proportion thereof as is equal to the proportion of cash to stock to be paid for the Company) shall thereafter be exercisable for the common stock of the Public Acquirer for the remainder of the Exercise Period (and otherwise in accordance with the terms hereof), with the number of shares thereafter underlying this Warrant determined by multiplying the number of shares for which this Warrant is exercisable immediately exercisableprior to such transaction by a fraction, the numerator of which is the cash consideration per share paid for the Company and the denominator of which is the Market Price of the Public Acquirer’s common stock, where “Market Price” means the average closing price of the Public Acquirer’s common stock over the five trading days immediately following the closing date of the transaction. In the case of a transaction involving partial cash consideration, the proportion of this Warrant as is equal to the proportion of stock to cash in such transaction shall thereafter be exercisable for stock of the Public Acquirer in accordance with the preceding terms of this Paragraph 4(c), with the number of shares underlying this Warrant adjusted to reflect the number of shares of common stock of the Public Acquirer to be issued for each share of Common Stock of the Company. Following any adjustment hereunder, the Exercise Price shall be proportionately adjusted, by multiplying the Exercise Price then in effect by a fraction, the numerator of which is the number of shares issuable prior to the adjustment and the denominator of which is the number of shares issuable after the adjustment. “Public Acquirer” means any entity that has publicly traded common stock whether publicly traded in the United States or in any other jurisdiction, it being understood that (1) “common stock” as used in this Paragraph 4(c) includes common equity equivalents, trust shares, limited partnership interests, ordinary shares, American Depositary Receipts, American Depositary Shares, and any other similar securities or derivate thereof, and (2) the Company shall be deemed to have been acquired by a Public Acquirer where any Successor Entity has publicly traded common stock whether traded in the United States or any other jurisdiction, even if such Successor Entity is not the direct acquirer or successor to the Company. Following any transaction contemplated by this Paragraph 4(c) the term Warrant Shares shall be deemed to refer to the shares for which this Warrant is thereafter exercisable in accordance with the provisions hereof.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder hereof shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Warrant (including under this Paragraph 4 4) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In If a transaction constitutes or results in a Change of Control, then at the event request of the holder hereof delivered before the 90th day after such transaction, the Company effects (or any consolidationsuch successor or surviving entity) will purchase the Warrant from the holder of this Warrant for a purchase price, merger or sale or conveyance payable in cash within five Business Days after such request (or, if later, on the effective date of substantially all of its assets prior such transaction), equal to the end Black-Scholes value of the Exercise Period, remaining unexercised portion of this Warrant will becomeon the date of such request. For the purposes of this Section, at "CHANGE OF CONTROL" means the option consummation of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act with respect to the Company that is initiated or agreed to by a member of the Holder, immediately exercisableCompany's management.

Consolidation, Merger or Sale. In case of Subject to Sections 3.2 and 3.3, if any consolidation consolidation, merger or similar extraordinary transaction of the Company withwith another entity, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company its assets, other than in any such case a Recapitalization Event, will be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyCommon Shares will be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision provisions will be made by the Company whereby the holder Holder of this Warrant will hereafter have the right (to purchase and such right will continue for the remainder receive on exercise of the Warrant, for an aggregate price equal to the aggregate Exercise Period) to acquire and receive upon exercise of this Warrant in lieu Price for all of the shares Warrant Shares underlying the Warrant as in effect immediately before such transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for receive if it had exercised the number of shares of Common Stock Warrant immediately theretofore acquirable before such transaction and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placebeen entitled to participate therein. In the event of any such caseReorganization Event, the Company will make appropriate provision to insure ensure that applicable provisions of this Warrant and the Securities Purchase Agreement (including the provisions of this Paragraph 4 hereof Section 2 and Section 3 hereunder and Article 5 of the Securities Purchase Agreement) will thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different resulting from the successor such Reorganization Event or acquiring entity, the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes will assume by written instrument reasonably satisfactory in form and substance to the obligations under this Paragraph 4 Holder, executed and mailed or delivered to the obligations Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the holder of this Warrant such shares of stockcash, securities or assets as, property deliverable upon exercise of Warrant (or the cash payment under Section 3.2). The Company will notify the Holder of any such proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise the Warrant in accordance with the foregoing provisionsterms and conditions hereof; provided that in the case of a transaction which requires notice to be given to the holders of Common Shares of the Company, the holder may Holder will be entitled to acquire. In provided the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior same notice given to the end holders of Common Shares of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, where the consideration consists solely of cash, the holder hereof shall receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of the Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any such sale or conveyance, the Company effects holder of this Warrant shall, at its option, have the right to receive cash consideration equal to the fair market value of this Warrant as determined in accordance with customary valuation methodology used in the investment banking industry if any such merger, consolidation, merger or sale or conveyance either involves (x) the receipt of substantially all of its assets prior to cash consideration by the end equity holders of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.Company's capital stock or (y)

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder of the Warrant shall, at its option. have the right to receive, in connection with such transaction, cash consideration equal to the fair value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then: (1) If the fair value per share of Common Stock of the shares of stock, securities or assets that are to be issued or paid to the Company or its common shareholders in such consolidation, merger, sale or conveyance, is greater than the then applicable Exercise Price, the Company shall have the right to declare this Warrant to be exercised in full (using the Cashless Exercise described herein), effective as of a date immediately prior to the closing of such consolidation, merger, sale or conveyance. The Company shall provide notice of its intent to make such a declaration (which intent may be subject to fluctuations in the fair value of the consideration to be received in such consolidation, merger, sale or conveyance) a reasonable time prior to the anticipated closing of the consolidation, merger, sale or conveyance, and in no case less than 10 business days prior to such closing. The declaration shall be made in writing and provided to the holder of this Warrant on or as soon as reasonably practicable after the effective date of such declaration. Upon such declaration this Warrant shall be deemed to represent only the right to receive such shares of stock, securities or assets as may be issued or paid with respect to or in exchange for the number of shares of Common Stock acquirable and receivable upon the Cashless Exercise of this Warrant on the effective date of such declaration. The exercise of this Warrant pursuant to the Company's declaration as just described shall be void and of no effect if the consolidation, merger, sale or conveyance giving rise to the declaration does not close within 10 business days after the effective date of such declaration. Or, if the Company does not or cannot declare this Warrant to be exercised in full, (2) As a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless the Company declares the exercise in full of this Warrant or, prior to the consummation thereofof such consolidation, merger, sale or conveyance, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Warrant (including under this Paragraph 4 4) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of ----------------------------- the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for Triggering Event if such Holder had exercised the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of rights represented by this Warrant had immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such consolidationcorporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, merger or sale or conveyance not taken place. In this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such case, the Company will make appropriate provision to insure that the provisions Triggering Event is a company has a class of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or equity securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior registered pursuant to the consummation thereofSecurities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquireOTC Bulletin Board. In the event that the Company effects surviving entity pursuant to any consolidation, merger or sale or conveyance such Triggering Event is not a company that has a class of substantially all of its assets prior equity securities registered pursuant to the end Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the Exercise PeriodOTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant will become, at according to the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of any consolidation of the Company withAny recapitalization, or merger of the Company into any other corporationreorganization, or in case of any reclassification, consolidation, merger, sale or conveyance of all or substantially all of the Company's assets or other transaction, which in each case is effected in such a way that the holders of its outstanding shares of Preferred Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such Preferred Stock, is referred to herein as an "Organic Change." -------------- Prior to the consummation of any Organic Change, the Company other than shall make appropriate provision (in connection with a plan form and substance satisfactory to the Registered Holder of complete liquidation of this Warrant) to insure that the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder Registered Holder of this Warrant will shall thereafter have the right (to obtain and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant receive, in lieu of or in addition to (as the shares of Common Stock case may be) the Warrant Shares immediately theretofore acquirable obtainable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Organic Change not taken place. In any such case, the Company will shall make appropriate provision (in form and substance satisfactory to the Registered Holder of this Warrant) with respect to the Registered Holder's rights and interests to insure that the provisions of this Paragraph Section 2 and Sections 3 and 4 hereof will shall thereafter be applicable as nearly as may be to this Warrant (including, without limitation, in relation to the case of any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale in which the successor entity or conveyance purchasing entity is other than the Company and in which the value of the Warrant Shares as reflected by the terms of such transaction is less than the Exercise Price in effect immediately prior to such transaction, an immediate adjustment of the Exercise Price and a corresponding immediate adjustment in the number of Warrant Shares obtainable and receivable upon exercise of this Warrant). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different resulting from the successor consolidation or acquiring entity, merger or the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument (in form and substance satisfactory to the obligations under Registered Holder of this Paragraph 4 and Warrant), the obligations obligation to deliver to the holder of this Warrant Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the such holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder of the Warrant shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. (i) In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any such sale or conveyance, the Company effects holder of this Warrant shall, at its option, have the right to receive, and, in the event of any such merger, consolidation, merger or sale or conveyance which involves the receipt of substantially all cash consideration by the equity holders of its assets prior the Company's capital stock or in which the surviving or continuing entity is not a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the holder of this Warrant shall be entitled to receive, in connection with such transaction, cash consideration equal to the end fair market value (as determined by the holder of this Warrant) of this Warrant. (ii) No adjustment shall be made to the Exercise PeriodPrice pursuant to the provisions of this Section 4 upon the issuance by the Company of any securities as consideration in a merger, this Warrant will becomeconsolidation or acquisition of assets, at or in connection with any strategic partnership or joint venture (the option primary purpose of which is not to raise equity capital), or as consideration for the Holderacquisition of a business, immediately exercisableproduct or license by the Company.

Consolidation, Merger or Sale. In case of If any consolidation consolidation, merger, amalgamation, arrangement or similar extraordinary transaction of the Company withwith another entity, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets its assets, or any recapitalization or reclassification of the Company other than Common Shares, shall be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyWarrant Shares shall be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder Holder of this Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the on exercise of this Warrant, for an aggregate price equal to the aggregate Exercise Price for all of the Warrant Shares underlying this Warrant as in effect immediately before such shares transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of receive if it had exercised this Warrant had immediately before such consolidation, merger or sale or conveyance not taken placetransaction and been entitled to participate therein. In the event of any such caseReorganization Event, the Company will shall make appropriate provision to insure ensure that applicable provisions of this Warrant (including, without limitation, the provisions of this Paragraph 4 hereof will Article 4) shall thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different resulting from the successor such Reorganization Event or acquiring entity, the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes shall assume by written instrument reasonably satisfactory in form and substance to the obligations under Holder of this Paragraph 4 Warrant, executed and mailed or delivered to the obligations Holder at the last address of such Holder appearing on the books of the Company, the obligation to deliver to the holder cash, securities or property deliverable upon exercise of this Warrant. The Company shall notify the Holder of this Warrant of any such shares of stock, securities or assets as, proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise this Warrant in accordance with the foregoing provisionsterms and conditions hereof; provided, however, that in the case of a transaction which requires notice to be given to the holders of Common Shares of the Company, the holder may Holder of this Warrant shall be entitled to acquire. In provided the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior same notice given to the end holders of other Common Shares of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder of this Warrant may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of such Triggering Event if such Holder had exercised the rights represented by this WarrantWarrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such shares corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, in the event that the Per Share Market Value is less than the Warrant Price at the time of stocksuch Triggering Event, securities or assets as may be issued or payable with respect the Holder shall receive an amount in cash equal to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise value of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, calculated in accordance with the Black-Scholes formula. Notwithstanding the foregoing provisionsto the contrary, this Section 4(a)(i) shall only apply if the holder may be entitled surviving entity pursuant to acquireany such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the Company effects surviving entity pursuant to any consolidation, merger or sale or conveyance of substantially all of its assets prior such Triggering Event is not a public company that is registered pursuant to the end Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the Exercise PeriodOTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant will become, at calculated in accordance with the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder of the Warrant shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any such sale or conveyance, the Company effects holder of this Warrant shall, at its option, have the right to receive, and, in the event of any such merger, consolidation, merger or sale or conveyance which involves the receipt of substantially all cash consideration by the equity holders of its assets prior the Company's capital stock or in which the surviving or continuing entity is not a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the holder of this Warrant shall be entitled to receive, in connection with such transaction, cash consideration at a per share price equal to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableother stockholders' per share price.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationcorporation or other entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will shall be made whereby the holder of this Warrant will hereof shall have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had this Warrant been exercised immediately prior to such consolidation, merger or sale or conveyance not taken placeconveyance. In any such case, the Company will shall make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will shall not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation or acquiring other entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities securities, cash or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation or other entity, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder hereof shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time between the Issuance Date and the end of the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure ensure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the Company, at any time between the Issuance Date and the end of the Exercise Period, where the consideration consists solely of cash, the holder hereof shall receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of If any consolidation of the Company with, or merger of the Company into any other with another corporation, or in case of any the sale or conveyance of all or substantially all of its assets or other transactions shall be effected in such a way that holders of Common Stock, as the case may be, shall be entitled to receive stock, securities, or other assets of the Company other than in connection with a plan of complete liquidation of the Companyor property (an "Organic Change"), then then, as a condition of such consolidationOrganic Change, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder of this Warrant will Holder hereof shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon exercise of this Warrant (in lieu of the shares of Common Stock Exercise Shares immediately theretofore acquirable purchasable and receivable upon the exercise of this Warrant, the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Exercise Shares equal to the number of shares of Common Stock such stock immediately theretofore acquirable purchasable and receivable upon the exercise of this Warrant had the rights represented hereby; provided, however, that (in case of a consolidation or merger of the Company with another corporation in which the stockholders of the Company immediately prior to such consolidation or merger, own less than 50% of the surviving entity's voting power immediately after such consolidation or merger, or the sale of all or substantially all of its assets) in the event the value of the stock, securities or other assets or property (determined in good faith by the Board of Directors of the Company) issuable or payable with respect to one share of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Exercise Price hereof effective at the time of such consolidation, merger or sale and securities received in such reorganization, if any, are publicly traded, then this Warrant shall automatically, and with no further action necessary on the part of Holder or conveyance not taken placethe Company, be converted into such number of Exercise Shares as would be received by Holder had Xxxxxx made the net issue election pursuant to section 2.1 hereof immediately prior to such Organic Change. In the event of any such caseOrganic Change, appropriate provision shall be made by the Company will make appropriate provision with respect to insure the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Paragraph 4 hereof will Warrant) shall thereafter be applicable as nearly as may be applicable, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise of this Warranthereof. The Company will not effect any such consolidation, merger or sale (other than a consolidation, merger or conveyance unless sale resulting in the automatic conversion of this Warrant pursuant to the first sentence of this paragraph) unless, prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different resulting from such consolidation or the successor or acquiring entity, the entity whose capital stock or corporation purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes shall assume by written instrument reasonably satisfactory in form and substance to the obligations under this Paragraph 4 Holders of a majority of the warrants to purchase Common Stock then outstanding, executed and mailed or delivered to the obligations registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to the holder of this Warrant such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder such Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablepurchase.

Consolidation, Merger or Sale. In case of If any consolidation of the Company with, or merger of the Company into any other with another corporation, or in case of any the sale or conveyance of all or substantially all of its assets or other transactions shall be effected in such a way that holders of Common Stock, as the case may be, shall be entitled to receive stock, securities, or other assets of the Company other than in connection with a plan of complete liquidation of the Companyor property (an “Organic Change”), then then, as a condition of such consolidationOrganic Change, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder of this Warrant will Holder hereof shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon exercise of this Warrant (in lieu of the shares of Common Stock Exercise Shares immediately theretofore acquirable purchasable and receivable upon the exercise of this Warrant, the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Exercise Shares equal to the number of shares of Common Stock such stock immediately theretofore acquirable purchasable and receivable upon the exercise of this Warrant had the rights represented hereby; provided, however, that (in case of a consolidation or merger of the Company with another corporation in which the stockholders of the Company immediately prior to such consolidation or merger, own less than 50% of the surviving entity’s voting power immediately after such consolidation or merger, or the sale of all or substantially all of its assets) in the event the value of the stock, securities or other assets or property (determined in good faith by the Board of Directors of the Company) issuable or payable with respect to one share of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Exercise Price hereof effective at the time of such consolidation, merger or sale and securities received in such reorganization, if any, are publicly traded, then this Warrant shall automatically, and with no further action necessary on the part of Holder or conveyance not taken placethe Company, be converted into such number of Exercise Shares as would be received by Holder had Holder made the net issue election pursuant to section 2.1 hereof immediately prior to such Organic Change. In the event of any such caseOrganic Change, appropriate provision shall be made by the Company will make appropriate provision with respect to insure the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Paragraph 4 hereof will Warrant) shall thereafter be applicable as nearly as may be applicable, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise of this Warranthereof. The Company will not effect any such consolidation, merger or sale (other than a consolidation, merger or conveyance unless sale resulting in the automatic conversion of this Warrant pursuant to the first sentence of this paragraph) unless, prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different resulting from such consolidation or the successor or acquiring entity, the entity whose capital stock or corporation purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes shall assume by written instrument reasonably satisfactory in form and substance to the obligations under this Paragraph 4 Holders of a majority of the warrants to purchase Common Stock then outstanding, executed and mailed or delivered to the obligations registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to the holder of this Warrant such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder such Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablepurchase.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the number of this shares of Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had prior to such consolidation, merger or sale or conveyance not taken place. In any such caseTriggering Event, the Company Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will make appropriate provision receive upon a Triggering Event), subject to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable adjustments (subsequent to such corporate action) as nearly equivalent as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior possible to the consummation thereofadjustments provided for elsewhere in this Section 4, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations Warrant Price shall be adjusted to deliver to equal the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.product of

Consolidation, Merger or Sale. In case of any consolidation of Aviation after the Company with, date hereof (a) shall consolidate with or merger of the Company merge into any other corporationentity and shall not be the continuing or surviving corporation of such consolidation or merger, (b) shall permit any other entity to consolidate with or merge into Aviation and Aviation shall be the continuing or surviving entity but, in case connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of any sale other entity or conveyance of cash or any other property, (c) shall transfer all or substantially all of the its properties or assets to any other person or entity, or (d) shall effect a capital reorganization or reclassification of the Company Common Stock (other than a capital reorganization or reclassification for which adjustment in connection with a plan the Exercise Price is provided in Section 4(a)), then, and in the case of complete liquidation of the Companyeach such transaction, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant will have Warrant, upon the right exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (and at the aggregate Exercise Price in effect at the time of such right will continue consummation for the remainder of the Exercise Period) all Common Stock issuable upon such exercise immediately prior to acquire and receive upon exercise of this Warrant such consummation), in lieu of the shares of Common Stock issuable upon such exercise immediately theretofore acquirable prior to such consummation, the highest amount of securities, cash or other property to which such holder would have been entitled as a shareholder upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of consummation if such holder had exercised this Warrant had immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 4. Aviation shall not effect any such consolidation, merger merger, or sale of assets, or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock capital reorganization or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance reclassification unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, Aviation assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stocksecurities, securities cash or assets other property as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any that such consolidation, merger or sale or conveyance of substantially all of its assets prior to involves a privately-held company, the end Company shall have the option, in lieu of the Exercise Periodforegoing provisions of this paragraph, on the date of consummation of such transaction, to purchase this Warrant will become, from the holder at the option of fair value thereof, based upon the Holder, immediately exercisableBlack Scholes valuation model where the interest rate used will be the one-year government bond yield and the volatility figure used will be forty percent (40%).

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder of this Warrant will have the right (Option Price and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Option Stock immediately theretofore acquirable and receivable that may be purchased upon exercise of this Warrant had such consolidationOption so that, merger or sale or conveyance not taken place. In any such caseupon the basis and the terms and in the manner provided in this Option, the Company will make appropriate provision to insure that the provisions Holder of this Paragraph 4 hereof will thereafter Option shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant. The Company will Option is not exercised prior to such Triggering Event, to receive at the Option Price in effect any consolidation, merger or sale or conveyance unless at the time immediately prior to the consummation thereofof such Triggering Event, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders in lieu of the Common Stock issuable upon such exercise of this Option prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the Company are entitled to receive new warrant and the adjusted Option Price. Upon the Holder's request, the continuing or surviving corporation as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the obligations to deliver adjusted Option Price pursuant to the holder terms and provisions of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableSection 4(a)(i).

Consolidation, Merger or Sale. In case of (i) any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of (ii) any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany or (iii) any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) - (iii) above being a "CORPORATE CHANGE") at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyanceCorporate Change, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Corporate Change not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance Corporate Change unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event the Company effects of any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of Corporate Change at any time during the Exercise Period, the holder hereof shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of (a) If any consolidation of the Company with, or merger of the Company into any other with another corporation, or in case of any the sale or conveyance of all or substantially all of its assets or other transactions shall be effected in such a way that holders of Common Stock, as the case may be, shall be entitled to receive stock, securities, or other assets of the Company other than in connection with a plan of complete liquidation of the Companyor property (an “Organic Change”), then then, as a condition of such consolidationOrganic Change, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder of this Warrant will Holder hereof shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon exercise of this Warrant (in lieu of the shares of Common Stock Exercise Shares immediately theretofore acquirable purchasable and receivable upon the exercise of this Warrant, the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Exercise Shares equal to the number of shares of Common Stock such stock immediately theretofore acquirable purchasable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationthe rights represented hereby. (b) Notwithstanding the foregoing, merger in a Change of Control Event, in the event the value of the stock, securities or sale other assets or conveyance unless prior to property (determined in good faith by the consummation thereof, the successor or acquiring entity (if other than Board of Directors of the Company) and, if an entity different from the successor issuable or acquiring entity, the entity whose capital stock or assets the holders payable with respect to one share of the Common Stock of the Company are entitled to receive as a result immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Exercise Price hereof effective at the time of such consolidationChange of Control Event and securities received in such reorganization, merger if any, are publicly traded, then this Warrant shall automatically, and with no further action necessary on the part of Holder or sale or conveyancethe Company, assumes be converted into such number of Exercise Shares as would be received by written instrument Holder had Holder made the obligations under this Paragraph 4 and net issue election pursuant to Section 2 hereof immediately prior to such Change of Control Event. In the obligations to deliver event of any Change of Control Event, appropriate provision shall be made by the Company with respect to the holder rights and interests of the Holder of this Warrant such to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets as, in accordance with thereafter deliverable upon the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableexercise hereof.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the number of this shares of Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the such exercise of this WarrantWarrant prior to such Triggering Event, the Securities, cash and property to which such shares Holder would have been entitled upon the consummation of stocksuch Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), securities or assets subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, provided, however, the Holder at its option may be issued or payable elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with respect to or the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in exchange for writing of such Triggering Event and provide the calculations in determining the number of shares of Common Warrant Stock immediately theretofore acquirable and receivable issuable upon exercise of this the new warrant and the adjusted Warrant had such consolidation, merger or sale or conveyance not taken placePrice. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving Person as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the obligations to deliver adjusted Warrant Price pursuant to the holder terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant such shares of stock, securities or assets as, calculated in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Investment Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother entity, merger or the sale or conveyance of all or substantially all of the assets of the Company, at any time during the Investment Period, the holder of the Warrant shall, at its assets prior option, have the right to receive, in connection with such transaction, cash consideration equal to the end fair value of the Exercise Period, this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of If any consolidation consolidation, merger or similar extraordinary transaction of the Company withwith another Person (other than any subsidiary of the Company), or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company its assets, other than in any such case a Recapitalization Event, shall be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyCommon Stock shall be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder Holder of this each Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon on exercise of this Warrant in lieu such Warrant, for an aggregate price equal to the aggregate Exercise Price for all of the shares underlying the Warrant as in effect immediately before such transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for the number of shares of Common Stock receive if it had exercised such Warrant immediately theretofore acquirable before such transaction and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placebeen entitled to participate therein. In the event of any such caseReorganization Event, the Company will shall make appropriate provision to insure ensure that applicable provisions of this Agreement (including, without limitation, the provisions of Article 4 and this Paragraph 4 hereof will Article 5) shall thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this WarrantWarrants. The Company will not effect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) andresulting from such Reorganization Event or the entity purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to Rhône Capital III, if an entity different from executed and mailed or delivered to each Holder at the successor or acquiring entitylast address of such Holder appearing on the books of the Company, the entity whose capital stock obligation to deliver the cash, securities or assets property deliverable upon exercise of Warrants. The Company shall notify the Holder of each Warrant of any such proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise each Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of a transaction which requires notice to be given to the holders of the Common Stock of the Company are entitled to receive as a result Company, the Holder of such consolidation, merger or sale or conveyance, assumes by written instrument each Warrant shall be provided the obligations under this Paragraph 4 and the obligations to deliver same notice given to the holder holders of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end Common Stock of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. The Company hereby covenants and agrees as follows: (a) In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of Subject to Article 6 hereof, if any consolidation consolidation, merger or similar extraordinary transaction of the Company withwith another entity, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company its assets, other than in any such case a Recapitalization Event, shall be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyCommon Stock shall be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder Holder of this each Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon on exercise of this Warrant in lieu such Warrant, for an aggregate price equal to the aggregate Exercise Price for all of the shares underlying the Warrant as in effect immediately before such transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for the number of shares of Common Stock receive if it had exercised such Warrant immediately theretofore acquirable before such transaction and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placebeen entitled to participate therein. In the event of any such caseReorganization Event, the Company will shall make appropriate provision to insure ensure that applicable provisions of this Agreement (including, without limitation, the provisions of Article 4, this Paragraph 4 hereof will Article 5 and Article 6) shall thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this WarrantWarrants. The Company will not effect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) andresulting from such Reorganization Event or the entity purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders of a majority of the Warrants then outstanding, if an entity different from executed and mailed or delivered to each Holder hereof at the successor or acquiring entitylast address of such Holder appearing on the books of the Company, the entity whose capital stock obligation to deliver to the cash, securities or assets property deliverable upon exercise of Warrants (or the cash payment under Section 6.1). The Company shall notify the Holder of each Warrant of any such proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise each Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of a transaction which requires notice to be given to the holders of the Common Stock of the Company are entitled to receive as a result Company, the Holder of such consolidation, merger or sale or conveyance, assumes by written instrument each Warrant shall be provided the obligations under this Paragraph 4 and the obligations to deliver same notice given to the holder holders of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end Common Stock of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. (i) In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any such sale or conveyance, the Company effects holder of this Warrant shall, at its option, have the right to receive, and, in the event of any such merger, consolidation, merger or sale or conveyance which involves the receipt of substantially all cash consideration by the equity holders of its assets prior the Company's capital stock or in which the surviving or continuing entity is not a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the holder of this Warrant shall be entitled to receive, in connection with such transaction, cash consideration equal to the end fair market value (as determined in good faith by the holder of this Warrant) of this Warrant. (ii) No adjustment shall be made to the Exercise PeriodPrice pursuant to the provisions of this Section 4 upon the issuance by the Company of any securities as consideration in a merger, this Warrant will becomeconsolidation or acquisition of assets, at or in connection with any strategic partnership or joint venture (the option primary purpose of which is not to raise equity capital), or as consideration for the Holderacquisition of a business, immediately exercisableproduct or license by the Company.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the period beginning on the Issue Date and ending on the Expiration Date, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of (i) any consolidation of the Company with, or merger of the Company into any other corporationcorporation or entity, or in case of (ii) any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany (each of clause (i) and (ii) shall be referred to as a “Fundamental Transaction”), then as a condition of such consolidation, merger or sale or conveyanceFundamental Transaction, adequate provision will be made whereby the holder of this Warrant Holder will have the right thereafter (and such right will continue for at any time or from time to time during the remainder of the Exercise Period) have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore theretofor acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Fundamental Transaction not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance Fundamental Transaction unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the and (i) any other entity whose capital stock stock, securities or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidationFundamental Transaction and (ii) any parent, merger subsidiary or sale affiliate of such successor, acquiring entity or conveyance, other entity whose common stock this Warrant shall be exercisable into by virtue of the penultimate paragraph of this Section 4(c) (any or all of such entities being hereafter referred to as a “Successor Entity”) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case Any consolidation, merger, sale, assignment, conveyance, lease, transfer or other disposition of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets or properties of the Company other than Corporation and its Subsidiaries on a consolidated basis in connection any transaction or series of related transactions, in each case, which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash or assets with a plan respect to, or in exchange for, Common Stock, is referred to herein as an “Organic Change”. Prior to the consummation of complete liquidation any Organic Change, the Corporation shall, at its election, either redeem the Shares pursuant to Section 6(a) if the Corporation has the right to force such redemption at such time, cause the conversion of the Company, then as a condition of Shares pursuant to Section 7(b) if the Corporation has the right to force such consolidation, merger conversion at such time or sale or conveyance, adequate provision will be made whereby make appropriate provisions to insure that the holder of this Warrant will any Share not being redeemed in accordance with Section 6(b) shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive receive, upon exercise conversion of this Warrant such Share, in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares each share of Common Stock immediately theretofore acquirable and receivable upon exercise the conversion of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such caseShare, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 types and the obligations to deliver to the holder of this Warrant such shares amounts of stock, securities other securities, cash or other assets as, that such holder would have received in accordance connection with the foregoing provisions, the such Organic Change if such holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of had converted its assets Share immediately prior to such Organic Change. The Corporation shall not effectuate an Internal Reorganization Event unless the end Series A Preferred Stock shall be outstanding as a class of preferred stock of the Exercise Periodsurviving corporation having the same rights, this Warrant will becometerms, at preferences, liquidation preference and accrued and unpaid dividends as the option of the Holder, Series A Preferred Stock in effect immediately exercisableprior to such Internal Reorganization Event.

Consolidation, Merger or Sale. In case of any consolidation of the Company withevent the Corporation is a party to a consolidation, share exchange, or merger of the Company into any other corporationmerger, or in case of any the sale or conveyance of all or substantially all of the assets of the Company other than Corporation to, any person, or in connection with the case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation, and in which there is a plan of complete liquidation of the Company, then as a condition of such consolidation, merger reclassification or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu change of the shares of Common Stock immediately theretofore acquirable upon of the exercise Corporation, this Warrant shall after such consolidation, share exchange, merger, or sale be exerciseable for the kind and number of this Warrant, such shares of stock, securities or assets amount and kind of property of the Corporation or the corporation or other entity resulting from such share exchange, merger, or consolidation, or to which such sale shall be made, as the case may be issued or payable with respect (the "Successor Corporation"), to or in exchange for which a holder of the number of shares of Common Stock deliverable upon the exercise (immediately theretofore acquirable and receivable upon exercise prior to the time of such consolidation, share exchange, merger, or sale) of this Warrant had would have been entitled upon such consolidation, merger share exchange, merger, or sale or conveyance not taken place. In sale; and in any such casecase appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interests of the registered Holder of this Warrant, the Company will make appropriate provision to insure such that the provisions of this Paragraph 4 hereof will set forth herein shall thereafter correspondingly be applicable made applicable, as nearly as may be reasonably be, in relation to any shares the number and kind of stock securities or securities the type and amount of property thereafter deliverable upon the exercise of this Warrant. The Company will not effect any above provisions shall similarly apply to successive consolidations, share exchanges, mergers, and sales. Any adjustment required by this Section 3.1 because of a consolidation, merger share exchange, merger, or sale shall be set forth in an undertaking delivered to the registered Holder of this Warrant and executed by the Successor Corporation which provides that the Holder of this Warrant shall have the right to exercise this Warrant for the kind and number of securities or conveyance unless amount and kind of property of the Successor Corporation or to which the holder of a number of shares of Common Stock deliverable upon exercise (immediately prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result time of such consolidation, merger share exchange, merger, or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder sale) of this Warrant would have been entitled upon such shares consolidation, share exchange, merger, or sale. Such undertaking shall also provide for future adjustments to the number of stock, securities or assets as, Warrant Shares and the Exercise Price in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableprovisions set forth in Section 3 hereof.

Consolidation, Merger or Sale. In case of any consolidation of the ----------------------------- Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder hereof shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of (i) any consolidation of the Company with, or merger of the Company into any other corporationcorporation or entity, or in case of (ii) any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany (each of clause (i) and (ii) shall be referred to as a “Fundamental Transaction”), then as a condition of such consolidation, merger or sale or conveyanceFundamental Transaction, adequate provision will be made whereby the holder of this Warrant Holder will have the right thereafter (and such right will continue for at any time or from time to time during the remainder of the Exercise Period) have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore theretofor acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Fundamental Transaction not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance Fundamental Transaction unless prior to the consummation thereof, (i) the successor or acquiring entity (if other than the Company), (ii) and, if an entity different from the successor or acquiring entity, the any other entity whose capital stock stock, securities or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidationFundamental Transaction and (iii) any parent, merger subsidiary or sale affiliate of such successor, acquiring entity or conveyance, other entity whose common stock this Warrant shall be exercisable into by virtue of the penultimate paragraph of this Section 4(c) (any or all of such entities being hereafter referred to as a “Successor Entity”) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any that such consolidation, merger or sale or conveyance of substantially all of its assets prior to involves a privately-held company, the end Company shall have the option, in lieu of the Exercise Periodforegoing provisions of this paragraph, on the date of consummation of such transaction, to purchase this Warrant will become, from the holder at the option of fair value thereof, based upon the Holder, immediately exercisableBlack Scholes valuation model where the interest rate used will be the one-year government bond yield and the volatility figure used will be 40%.

Consolidation, Merger or Sale. In case of any consolidation of the ----------------------------- Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Paragraph 4 Warrant (including under this Section 4) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. (i) In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of o f this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from (the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, "Surviving Entity") assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. (ii) In the event of a Qualified Merger Transaction (as defined below) and notwithstanding anything to the contrary contained in this Section 4(e), so long as on the date the Optional Redemption Notice (as defined below) is delivered and at all times thereafter up to the Optional Redemption Date (as defined below) (a) the Registration Statement (as defined in the Registration Rights Agreement, dated as of May 27, 1999, by and among the Company and the other signatories thereto (the "Registration Rights Agreement"), the "Registration Statement") required to be filed and be effective pursuant to the Registration Rights Agreement is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder, (b) the Company has a sufficient number of authorized shares of Common Stock reserved for issuance upon full exercise of this Warrant and (c) the shares of Common Stock issuable upon exercise of this Warrant are traded on Nasdaq (as defined below), the New York Stock Exchange or the American Stock Exchange, then the Company shall have the right, exercisable on not less than twenty (20) Trading Days written notice prior to the consummation of the Qualified Merger Transaction to the holder of this Warrant (which notice may not be sent to the holder of this Warrant until the Company is permitted to redeem this Warrant pursuant to this Section 4(e)(ii) or at any time when there is material non-public information regarding the Company that has not been publicly announced or prior to the public announcement of such Qualified Merger Transaction), to redeem this Warrant simultaneously with the consummation of the Qualified Merger Transaction in accordance with this Section 4(e)(ii). A notice (the "Optional Redemption Notice") of any redemption hereunder (an "Optional Redemption") shall be delivered to the holder of this Warrant at its registered address appearing on the books and records of the Company and shall state (1) that the Company is exercising its right to redeem this Warrant and (2) the date of redemption, which date and time shall be the effective date of the Qualified Merger Transaction (the "Optional Redemption Date"). On the Optional Redemption Date, the Company shall make payment of the Optional Redemption Amount (as defined below) to or upon the order of the holder of this Warrant as specified by the holder in writing to the Company at least one (1) business day prior to the Optional Redemption Date. If the Company exercises its right to redeem this Warrant in accordance with this Section 4(e)(ii), the Company shall make payment to the holder of this Warrant of an amount in cash (the "Optional Redemption Amount") equal to 90% of the Black- Scholes Amount (as defined herein) multiplied by the number of shares of Common Stock for which this Warrant was exercisable (without regard to any limitations on exercise herein contained) on the date immediately preceding the date of such Qualified Merger Transaction. The Company may, at its option, pay the Optional Redemption Amount in a number of shares of common stock of the Surviving Entity (the "Survivor Common Stock") equal to the Optional Redemption Amount divided by 95% of the lowest average of the Closing Bid Prices (as defined in the Certificate of Designation) for any five (5) Trading Days (which need not be consecutive) during the fifteen (15) Trading Day period ending one Trading Day prior to the Optional Redemption Date; provided that such shares of Survivor -------- Common Stock paid to the holder of this Warrant pursuant to this sentence (i) are traded on Nasdaq (as defined below), the New York Stock Exchange or the American Stock Exchange and (ii) may be immediately re-sold by the holder of this Warrant to the public without registration or restriction. Notwithstanding anything to the contrary contained herein, if the price paid per share of Common Stock in the Qualified Merger Transaction is greater than or equal to 130% of the Exercise Price, the Company shall not be permitted to redeem this Warrant pursuant to this Section 4(e)(ii) and this Warrant shall be exercised simultaneously with the consummation of the Qualified Merger Transaction in accordance with the terms of Section 1. Notwithstanding the delivery of an Optional Redemption Notice, the holder of this Warrant shall at all times prior to the Optional Redemption Date maintain the right to exercise all or any portion of this Warrant in accordance with the terms of Section 1 and any portion so exercised after receipt of an Optional Redemption Notice and prior to the Optional Redemption Date set forth in such notice and payment of the aggregate Optional Redemption Amount shall be deducted from the portion of this Warrant which is otherwise subject to redemption pursuant to such notice. If the Company delivers an Optional Redemption Notice and fails to pay the Optional Redemption Amount due to the holder of this Warrant on the Optional Redemption Date, the Company (or any successor thereto including the Surviving Entity) shall forever forfeit its right to redeem this Warrant pursuant to this Section 4(e)(ii). The "Black-Scholes Amount" shall be an amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg (as defined below) online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last Trading Day prior to the date the Optional Redemption Notice is received by the holder of this Warrant; (ii) volatility of the Common Stock equal to the volatility of the Common Stock during the one hundred (100) Trading Day period ending on Trading Day prior to the date the Optional Redemption Notice is received by the holder of this Warrant; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a 90-day maturity on the Trading Day prior to the date the Optional Redemption Notice is received by the holder of this Warrant; and (iv) an exercise price equal to the Exercise Price on the date the Optional Redemption Notice is received by the holder of this Warrant. In the event such calculation function is no longer available utilizing the Company effects any consolidationBloomberg (as defined below) online page, merger or sale or conveyance the holder of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at shall calculate such amount in its sole discretion using the option of closest available alternative mechanism and variable values to those available utilizing the Holder, immediately exercisableBloomberg (as defined below) online page for such calculation function.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Investment Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother entity, merger or the sale or conveyance of all or substantially all of the assets of the Company, at any time during the Investment Period, the holder of the Warrant shall, at its assets prior option, in lieu of the foregoing, have the right to receive, in connection with such transaction, cash consideration equal to the end fair value of the Exercise Period, this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Warrant (including under this Paragraph 4 4) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In of Assets by a Material Subsidiary Obligor) is hereby amended to state, in its entirety, the following: (a) No Material Subsidiary Obligor shall consolidate with or merge with or into (unless such Material Subsidiary Obligor or an Issuer or any Wholly-Owned Subsidiary that is or becomes a Subsidiary Guarantor concurrently with such transaction is the surviving Person and a Wholly Owned Subsidiary, after giving effect to such transaction or the Company is the surviving Person), or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to, any Person (other than an Issuer or any Wholly Owned Subsidiary that is or becomes a Subsidiary Guarantor concurrently with such transaction) unless: (i) except as set forth in Section 5.03(b), the resulting, surviving or transferee Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Material Subsidiary Guarantor under the Notes or its Subsidiary Guarantee, as the case may be, and this Indenture; and (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing. All the Subsidiary Guarantees issued pursuant to clause (i) above shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (i) The requirements of clause (i) of Section 5.03 (a) will not apply in the case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any a sale or conveyance other disposition (including by way of consolidation or merger) of a Material Subsidiary Obligor or the sale or disposition of all or substantially all of the assets of a Material Subsidiary Obligor (in each case other than to the Company other than in connection with a plan of complete liquidation or an Affiliate of the Company, then as ) otherwise permitted by this Indenture (and in compliance with clause (ii) of Section 5.03(a)). Upon delivery by the Issuers to the Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that a condition of such consolidation, merger or sale or conveyance, adequate provision will be other disposition of a Material Subsidiary Obligor was made whereby by the holder of this Warrant will have Issuers in accordance with the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the applicable provisions of this Paragraph 4 hereof will thereafter be applicable Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Material Subsidiary Obligor from its obligations under the Notes or its Subsidiary Guarantee, as nearly as the case may be be, and the Indenture. (ii) Triarc Beverage shall not consolidate with or merge with or into, or convey, transfer or lease, in relation one transaction or a series of transactions, all or substantially all of its assets to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationPerson unless concurrently therewith, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock a corporate Restricted Subsidiary of the Company are entitled (which may be the successor to receive Triarc Beverage as a result of such consolidationtransaction) shall expressly assume, merger by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of an Issuer under the Notes and this Indenture. SECTION 6.01 (Events of Default) is hereby amended as follows: The text of subsections 6.01(e), and 6.01(f) is deleted and replaced with the text "Intentionally Omitted". Subsection 6.01 (c) is hereby amended to state, in its entirety, the following: (c) the failure by the Issuers to comply with their obligations under Article 5 above and under Section 4.13. SECTION 6.02 (Acceleration) is hereby amended to state, in its entirety, the following: (a) If an Event of Default (other than an Event of Default specified in clause (g) or sale (h) of Section 6.01 that occurs with respect to an Issuer) occurs and is continuing under this Indenture, the Trustee or conveyancethe Holders of at least 50% in aggregate principal amount of the Notes then Outstanding, assumes by written instrument notice to the obligations under this Paragraph 4 Issuers (and to the Trustee if such notice is given by the Holders (the "Acceleration Notice")), may, and the obligations Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to deliver be due and payable. Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately due and payable; provided that if any Designated Senior Indebtedness is outstanding, such principal, premium and interest shall not become due and payable until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness receive notice of such acceleration. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to an Issuer, the holder principal of, premium, if any, and accrued interest on the Notes then Outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If payment of the Notes is accelerated because of an Event of Default, the Issuers or the Trustee shall promptly notify the holders of Designated Senior Indebtedness or the Representative of such holders of the acceleration. If any Designated Senior Indebtedness is outstanding upon such declaration of acceleration, neither the Issuers nor any Subsidiary Guarantor may pay the Notes until five Business Days after the Representatives of all issues of Designated Senior Indebtedness receive notice of such acceleration and, thereafter, the Issuers or any Subsidiary Guarantor may pay the Notes only if this Indenture otherwise permits payment at that time. Section 6. If any provision of this Warrant such shares Supplemental Indenture limits, qualifies or conflicts with the duties imposed by operation of stockSection 318(c) of the Trust Indenture Act of 1939, securities or assets asthe imposed duties shall control. Section 7. This Supplemental Indenture shall be governed by, and construed in accordance with the foregoing provisionslaws of the State of New York, without giving effect to any principles or conflicts of laws to the extent that the application of the law of another jurisdiction would be required thereby. Section 8. All agreements of the Issuers and the Subsidiary Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successor. Section 9. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument. Section 10. The recitals herein contained are made by the Company and the Successor, and the Trustee assumes no responsibility for the correctness thereof. Section 11. This Supplemental Indenture is an amendment supplemental to the Indenture and the said Indenture and Supplemental Indenture shall henceforth be read together. Section 12. In case any one or more of the provisions in this Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the holder may validity, legality, enforceability, of any such provision in every other respect and of the remaining provisions shall not in any way be entitled to acquire. In the event the Company effects any consolidationaffected or impaired thereby, merger or sale or conveyance of substantially it being intended that all of its assets prior the provisions hereof shall be enforceable to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablefull extent permitted by law.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby to the holder Warrant Price and the Warrant Share Number so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled, upon the right exercise hereof at any time after the consummation of such Triggering Event, (and to the extent this Warrant is not exercised prior to such right will continue for Triggering Event), to receive at the remainder Warrant Price (as adjusted to take into account the consummation of such Triggering Event), in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of such Triggering Event if such Holder had exercised the rights represented by this WarrantWarrant immediately prior thereto (including the right, if any, of a shareholder to elect the type of consideration it will receive in connection with the Triggering Event), subject to adjustments (subsequent to such shares corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of stocka Triggering Event, securities or assets as may be issued or payable with respect to or the Issuer shall notify the Holder in exchange for writing of such Triggering Event and provide the calculations in determining the number of shares of Common Stock immediately theretofore acquirable and receivable Warrant Stock, if any, issuable upon exercise of this the new warrant and the adjusted Warrant had such consolidation, merger or sale or conveyance not taken placePrice. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving corporation as a result of such consolidationTriggering Event shall issue to the Holder a new warrant of like tenor, merger or sale or conveyanceif any, assumes by written instrument evidencing the obligations under this Paragraph 4 right to purchase the adjusted number of shares of Warrant Stock and the obligations to deliver adjusted Warrant Price pursuant to the holder terms and provisions of this Warrant such shares of stock, securities or assets as, in accordance with Section 4(a)(i). Notwithstanding the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Periodcontrary, this Warrant will becomeSection 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, at as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the option of the Holder, immediately exercisableOTC Bulletin Board.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, after the ----------------------------- date hereof (a) shall consolidate with or merger of the Company merge into any other corporationentity and shall not be the continuing or surviving corporation of such consolidation or merger, (b) shall permit any other entity to consolidate with or merge into the Company and the Company shall be the continuing or surviving entity but, in case connection with such consolidation or merger, all outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any sale other entity or conveyance of cash or any other property, (c) shall transfer all or substantially all of the its properties or assets to any other person or entity, or (d) shall effect a capital reorganization or reclassification of the Company Common Stock (other than a capital reorganization or reclassification for which adjustment in connection with a plan the Exercise Price is provided in Section 4(a)), then, and in the case of complete liquidation of the Companyeach such transaction, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant will have Warrant, upon the right exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (and at the aggregate Exercise Price in effect at the time of such right will continue consummation for the remainder of the Exercise Period) all Common Stock issuable upon such exercise immediately prior to acquire and receive upon exercise of this Warrant such consummation), in lieu of the shares of Common Stock issuable upon such exercise immediately theretofore acquirable prior to such consummation, the highest amount of securities, cash or other property to which such holder would have been entitled as a shareholder upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of consummation if such holder had exercised this Warrant had immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 4. The Company shall not effect any such consolidation, merger merger, or sale of assets, or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock capital reorganization or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance reclassification unless prior to the consummation thereof, the successor continuing or acquiring entity surviving corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stocksecurities, securities cash or assets other property as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case the Company after the Original Issuance Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or ---------------- merge with or into any other individual or entity ("Person")and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any common or preferred stock ("Capital Stock") of the Company withshall be changed into or exchanged for Securities of any other Person or cash or any other property, or merger of the Company into any other corporation, or in case of any sale or conveyance of (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of to the Exercise Period) to acquire Price and receive the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the such exercise of this WarrantWarrant prior to such Triggering Event, the Securities, cash and property to which such shares Holder would have been entitled upon the consummation of stocksuch Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), securities subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Exercise Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or assets surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the per share Fair Market Value of the Common Stock as of the date immediately preceding the Original Issuance Date; provided, however, the Holder at its option may be issued or payable elect to receive an amount in cash equal to the lesser of (a) the value of this Warrant calculated in accordance with respect the Black-Scholes formula; and (b) $1.00 (subject to or adjustment in exchange for the event the Company affects a stock split) per Warrant Share. Immediately upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Common Stock immediately theretofore acquirable and receivable Warrant Shares issuable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placethe new warrant and the adjusted Exercise Price. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving corporation as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Shares and the obligations to deliver adjusted Exercise Price pursuant to the holder terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant such shares of stock, securities or assets as, calculated in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case of Subject to Article 6 hereof, if any consolidation consolidation, merger or similar extraordinary transaction of the Company withwith another entity, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company its assets, other than in any such case a Recapitalization Event, shall be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyCommon Stock shall be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder Holder of this each Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon on exercise of this Warrant in lieu such Warrant, for an aggregate price equal to the aggregate Exercise Price for all of the shares underlying the Warrant as in effect immediately before such transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for the number of shares of Common Stock receive if it had exercised such Warrant immediately theretofore acquirable before such transaction and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placebeen entitled to participate therein. In the event of any such caseReorganization Event, the Company will shall make appropriate provision to insure ensure that applicable provisions of this Agreement (including, without limitation, the provisions of Article 4, this Paragraph 4 hereof will Article 5 and Article 6) and of the Registration Rights Agreement shall thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this WarrantWarrants. The Company will not effect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) andresulting from such Reorganization Event or the entity purchasing such assets shall assume, if an entity different from by written instrument reasonably satisfactory in form and substance to the successor Holders of a majority of the Warrants then outstanding, executed and mailed or acquiring entitydelivered to the Holder of each Warrant at the last address of such Holder appearing on the books of the Company, the entity whose capital stock obligation to deliver to the Holder of each Warrant the cash, securities or assets property deliverable upon exercise of Warrants (or the cash payment under Section 6.1). The Company shall notify the Holder of each Warrant of any such proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise each Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of a transaction which requires notice to be given to the holders of the Common Stock of the Company are entitled to receive as a result Company, the Holder of such consolidation, merger or sale or conveyance, assumes by written instrument each Warrant shall be provided the obligations under this Paragraph 4 and the obligations to deliver same notice given to the holder holders of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end Common Stock of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. In case Subject to Section 2.1, if at any time while this Warrant is outstanding there shall be any reorganization or reclassification of any consolidation the capital stock of the Company with, (other than a subdivision or combination of shares provided for in Subsection 3.3 hereof) or any consolidation or merger of the Company into with another corporation (other than a consolidation or merger in which the Company is the surviving entity and which does not result in any chance in the Common Stock), or any sale or other disposition by the Company of all or substantially all of its assets to any other corporation, the holder of this Warrant shall thereafter upon exercise of this Warrant be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, as the case may be, to which the Warrant Stock (and any other securities and property) of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition if this Warrant had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests thereafter of the holder of this Warrant to the end that the provisions set forth in this Warrant (including those relating to adjustments of the Exercise Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise hereof as if this Warrant had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition and the holder hereof had carried out the terms of the exchange as provided for by such reorganization, reclassification of capital stock, consolidation or merger. In the event that in any such reorganization or reclassification, consolidation or merger, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in case part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Section 3 above with the amount of the consideration received upon the issue thereof being determined in good faith by the Board of Directors of the Company. The Company shall not effect an such reorganization, consolidation or merger unless, upon or prior to the consummation thereof, the successor corporation shall assume by written instrument the obligation to deliver to the holder hereof such shares of stock, securities, cash or property as such holder shall be entitled to purchase in accordance with the foregoing provisions. Notwithstanding any other provisions of this Warrant, in the event of sale or conveyance other disposition of all or substantially all of the assets of the Company other than in connection with as a part of a plan of complete for liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby all rights to exercise the holder Warrant shall terminate 60 days after the Company gives written notice to the Registered Holder of this Warrant will have the right (and that such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisabledisposition has been consummated.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a “Triggering Event”): (a) consolidate with or merger of the Company merge into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Article 4. Unless the surviving entity in any such Triggering Event is a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Company pay to the Holder an amount equal to the Black-Scholes value of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of (i) any consolidation of the Company with, or merger of the Company into any other corporationcorporation or entity, or in case of (ii) any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany (each of clause (i) and (ii) shall be referred to as a "Fundamental Transaction"), then as a condition of such consolidation, merger or sale or conveyanceFundamental Transaction, adequate provision will be made whereby the holder of this Warrant Holder will have the right thereafter (and such right will continue for at any time or from time to time during the remainder of the Exercise Period) have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore theretofor acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Fundamental Transaction not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance Fundamental Transaction unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) andand any other entity (including without limitation, if an entity different from any parent, subsidiary or affiliate of the successor or acquiring entity) whose stock, the entity whose capital stock securities or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger Fundamental Transaction (any or sale or conveyance, all of such entities being hereafter referred to as a "Successor Entity") assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company withAny recapitalization, or merger of the Company into any other corporationreorganization, or in case of any reclassification, consolidation, merger, sale or conveyance of all or substantially all of the Company's assets or other transaction, which in each case is effected in such a way that the holders of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the its outstanding shares of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such Common Stock, is referred to herein as an "Organic Change." -------------- Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder of this Warrant) to insure that the Registered Holder of this Warrant shall thereafter have the right to obtain and receive, in lieu of or in addition to (as the case may be) the Warrant Shares immediately theretofore acquirable obtainable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Organic Change not taken place. In any such case, the Company will shall make appropriate provision (in form and substance satisfactory to the Registered Holder of this Warrant) with respect to the Registered Holder's rights and interests to insure that the provisions of this Paragraph Section 2 and Sections 3 and 4 hereof will shall thereafter be applicable as nearly as may be to this Warrant (including, without limitation, in relation to the case of any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale in which the successor entity or conveyance purchasing entity is other than the Company and in which the value of the Warrant Shares as reflected by the terms of such transaction is less than the Exercise Price in effect immediately prior to such transaction, an immediate adjustment of the Exercise Price and a corresponding immediate adjustment in the number of Warrant Shares obtainable and receivable upon exercise of this Warrant). The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different resulting from the successor consolidation or acquiring entity, merger or the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument (in form and substance satisfactory to the obligations under Registered Holder of this Paragraph 4 and Warrant), the obligations obligation to deliver to the holder of this Warrant Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the such holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company withAny recapitalization, reorganization, reclassification, consolidation, merger or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the Issuer’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the Company other than in connection with a plan consummation of complete liquidation of any Organic Change, the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate Issuer shall make appropriate provision will be made whereby to ensure that the holder of this Warrant will Holders shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant receive, in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrantthe Warrants, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant the Warrants had such consolidation, merger or sale or conveyance Organic Change not taken place. In any such case, the Company will Issuer shall make appropriate provision (in form and substance reasonably satisfactory to Holder) with respect to the Warrant Holders’ rights and interests under the Warrants to insure that all of the provisions of this Paragraph 4 hereof will the Warrants shall thereafter continue to be applicable as nearly as may be to such holders (including, in relation the case of any such Organic Change in which the successor entity or purchasing entity is other than the Issuer and in which the value for the Common Stock reflected by the terms of such Organic Change is less than the Exercise Price in effect immediately prior to any shares such Organic Change, an immediate adjustment of stock or securities thereafter deliverable the Exercise Price to the value for the Common Stock reflected by the terms of such Organic Change, and a corresponding immediate adjustment in the number of Warrant Shares acquirable and receivable upon the exercise of this Warrantthe Warrants). The Company will Issuer shall not effect any consolidationOrganic Change unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the CompanyIssuer) and, if an entity different resulting from the successor consolidation or acquiring entity, merger or the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument (in form and substance reasonably satisfactory to Holder), the obligations under this Paragraph 4 and the obligations obligation to deliver to the holder of this Warrant Holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Warrant Holders may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of If any consolidation consolidation, merger or similar extraordinary transaction of the Company withwith another Person (other than any subsidiary of the Company), or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company its assets, other than in any such case a Recapitalization Event, shall be effected (a “Reorganization Event”), and in connection with a plan of complete liquidation of such Reorganization Event, the CompanyCommon Stock shall be converted into or exchanged for or become the right to receive cash, then securities or other property, then, as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder Holder of this each Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon on exercise of this Warrant in lieu such Warrant, for an aggregate price equal to the aggregate Exercise Price for all of the shares underlying the Warrant as in effect immediately before such transaction (subject to adjustment thereafter as contemplated by the succeeding sentence), the same kind and amount of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stockcash, securities or assets other property as may be issued or payable with respect it would have had the right to or in exchange for the number of shares of Common Stock receive if it had exercised such Warrant immediately theretofore acquirable before such transaction and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placebeen entitled to participate therein. In the event of any such caseReorganization Event, the Company will shall make appropriate provision to insure ensure that applicable provisions of this Agreement (including the provisions of Article IV and this Paragraph 4 hereof will Article V) shall thereafter be binding on the other party to such transaction (or the successor in such transaction) and applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this WarrantWarrants. The Company will not effect affect any consolidationsuch Reorganization Event unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) andresulting from such Reorganization Event or the entity purchasing such assets shall assume, if an entity different from by written instrument reasonably satisfactory in form and substance to the successor Agent, executed and mailed or acquiring entitydelivered to each Holder of a Warrant at the last address of such Holder appearing on the books of the Company, the entity whose capital stock obligation to deliver the cash, securities or assets property deliverable upon exercise of Warrants. The Company shall notify the Holder of each Warrant of any such proposed Reorganization Event reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise each Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of a transaction which requires notice to be given to the holders of the Common Stock of the Company are entitled to receive as a result Company, the Holder of such consolidation, merger or sale or conveyance, assumes by written instrument each Warrant shall be provided the obligations under this Paragraph 4 and the obligations to deliver same notice given to the holder holders of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end Common Stock of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableCompany.

Consolidation, Merger or Sale. In case of any consolidation of the Company withAny recapitalization, reorganization, reclassification, consolidation, merger or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company other than in connection with a plan of complete liquidation of shall make appropriate provision to ensure that the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder Registered Holders of this Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant receive, in lieu of or addition to (as the case may be) the shares of Common Warrant Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Warrant Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Organic Change not taken place. In any such case, the Company will shall make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders) with respect to such holders' rights and interests under this Warrant to insure that all of the provisions of this Paragraph 4 hereof will Warrant shall thereafter continue to be applicable as nearly as may be to such holders (including, in relation the case of any such Organic Change in which the successor entity or purchasing entity is other than the Company and in which the value for the Warrant Stock reflected by the terms of such Organic Change is less than the Exercise Price in effect immediately prior to any such Organic Change, an immediate adjustment of the Exercise Price to the value for the Warrant Stock reflected by the terms of such Organic Change, and a corresponding immediate adjustment in the number of shares of stock or securities thereafter deliverable Warrant Stock acquirable and receivable upon the exercise of this Warrant). The Company will shall not effect any consolidationOrganic Change unless, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different resulting from the successor consolidation or acquiring entity, merger or the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument (in form and substance reasonably satisfactory to the obligations under this Paragraph 4 and Registered Holders), the obligations obligation to deliver to the holder of this Warrant each such Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder such Registered Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. (i) In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from (the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, "Surviving Entity") assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. (ii) In the event of a Qualified Merger Transaction (as defined below) and notwithstanding anything to the contrary contained in this Section 4(e), so long as on the date the Optional Redemption Notice (as defined below) is delivered and at all times thereafter up to the Optional Redemption Date (as defined below) (a) the Registration Statement (as defined in the Registration Rights Agreement, dated as of May 27, 1999, by and among the Company and the other signatories thereto (the "Registration Rights Agreement"), the "Registration Statement") required to be filed and be effective pursuant to the Registration Rights Agreement is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder, (b) the Company has a sufficient number of authorized shares of Common Stock reserved for issuance upon full exercise of this Warrant and (c) the shares of Common Stock issuable upon exercise of this Warrant are traded on Nasdaq (as defined below), the New York Stock Exchange or the American Stock Exchange, then the Company shall have the right, exercisable on not less than twenty (20) Trading Days written notice prior to the consummation of the Qualified Merger Transaction to the holder of this Warrant (which notice may not be sent to the holder of this Warrant until the Company is permitted to redeem this Warrant pursuant to this Section 4(e)(ii) or at any time when there is material non-public information regarding the Company that has not been publicly announced or prior to the public announcement of such Qualified Merger Transaction), to redeem this Warrant simultaneously with the consummation of the Qualified Merger Transaction in accordance with this Section 4(e)(ii). A notice (the "Optional Redemption Notice") of any redemption hereunder (an "Optional Redemption") shall be delivered to the holder of this Warrant at its registered address appearing on the books and records of the Company and shall state (1) that the Company is exercising its right to redeem this Warrant and (2) the date of redemption, which date and time shall be the effective date of the Qualified Merger Transaction (the "Optional Redemption Date"). On the Optional Redemption Date, the Company shall make payment of the Optional Redemption Amount (as defined below) to or upon the order of the holder of this Warrant as specified by the holder in writing to the Company at least one (1) business day prior to the Optional Redemption Date. If the Company exercises its right to redeem this Warrant in accordance with this Section 4(e)(ii), the Company shall make payment to the holder of this Warrant of an amount in cash (the "Optional Redemption Amount") equal to 90% of the Black-Scholes Amount (as defined herein) multiplied by the number of shares of Common Stock for which this Warrant was exercisable (without regard to any limitations on exercise herein contained) on the date immediately preceding the date of such Qualified Merger Transaction. The Company may, at its option, pay the Optional Redemption Amount in a number of shares of common stock of the Surviving Entity (the "Survivor Common Stock") equal to the Optional Redemption Amount divided by 95% of the lowest average of the Closing Bid Prices (as defined in the Certificate of Designation) for any five (5) Trading Days (which need not be consecutive) during the fifteen (15) Trading Day period ending one Trading Day prior to the Optional Redemption Date; provided that such shares of -------- Survivor Common Stock paid to the holder of this Warrant pursuant to this sentence (i) are traded on Nasdaq (as defined below), the New York Stock Exchange or the American Stock Exchange and (ii) may be immediately re-sold by the holder of this Warrant to the public without registration or restriction. Notwithstanding anything to the contrary contained herein, if the price paid per share of Common Stock in the Qualified Merger Transaction is greater than or equal to 130% of the Exercise Price, the Company shall not be permitted to redeem this Warrant pursuant to this Section 4(e)(ii) and this Warrant shall be exercised simultaneously with the consummation of the Qualified Merger Transaction in accordance with the terms of Section 1. Notwithstanding the delivery of an Optional Redemption Notice, the holder of this Warrant shall at all times prior to the Optional Redemption Date maintain the right to exercise all or any portion of this Warrant in accordance with the terms of Section 1 and any portion so exercised after receipt of an Optional Redemption Notice and prior to the Optional Redemption Date set forth in such notice and payment of the aggregate Optional Redemption Amount shall be deducted from the portion of this Warrant which is otherwise subject to redemption pursuant to such notice. If the Company delivers an Optional Redemption Notice and fails to pay the Optional Redemption Amount due to the holder of this Warrant on the Optional Redemption Date, the Company (or any successor thereto including the Surviving Entity) shall forever forfeit its right to redeem this Warrant pursuant to this Section 4(e)(ii). The "Black-Scholes Amount" shall be an amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg (as defined below) online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last Trading Day prior to the date the Optional Redemption Notice is received by the holder of this Warrant; (ii) volatility of the Common Stock equal to the volatility of the Common Stock during the one hundred (100) Trading Day period ending on Trading Day prior to the date the Optional Redemption Notice is received by the holder of this Warrant; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a 90-day maturity on the Trading Day prior to the date the Optional Redemption Notice is received by the holder of this Warrant; and (iv) an exercise price equal to the Exercise Price on the date the Optional Redemption Notice is received by the holder of this Warrant. In the event such calculation function is no longer available utilizing the Company effects any consolidationBloomberg (as defined below) online page, merger or sale or conveyance the holder of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at shall calculate such amount in its sole discretion using the option of closest available alternative mechanism and variable values to those available utilizing the Holder, immediately exercisableBloomberg (as defined below) online page for such calculation function.

Consolidation, Merger or Sale. In case of any consolidation Assets by a Guarantor. xiii) Subject to the provisions of Section 11.02(b) (which govern the release of a Senior Subordinated Guarantee upon the sale, transfer or disposition of a Restricted Subsidiary of the Company withthat is a Guarantor), no Guarantor (other than the Parent Guarantor) shall, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or merger of the Company into any other corporationsell, assign, transfer, lease, convey or in case of any sale or conveyance otherwise dispose of all or substantially all of the its properties or assets of the Company in one or more related transactions to any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions described in the Offering Memorandum) unless: (i) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a plan of complete liquidation partnership, limited liability company or corporation organized or existing under the laws of the CompanyUnited States, then any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as a condition the case may be, being herein called the "Successor Guarantor"); (ii) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default shall exist; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (transfer and such right amendment or supplement (if any) comply with this Indenture. The Successor Guarantor will continue succeed to, and be substituted for, such Guarantor under this Indenture and the Registration Rights Agreement. Notwithstanding the foregoing, (a) a Guarantor may merge with an Affiliate incorporated solely for the remainder purpose of incorporating or reincorporating such Guarantor in another state of the Exercise Period) to acquire and receive upon exercise United States, the District of this Warrant in lieu Columbia or any territory thereof, so long as the amount of Indebtedness of the shares Guarantor is not increased thereby, and (b) any Guarantor may merge into or transfer all or part of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or its properties and assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrantanother Guarantor. The Company will not effect any consolidation, merger or sale or conveyance unless prior Notwithstanding anything to the consummation thereofcontrary herein, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive except as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations expressly permitted under this Paragraph 4 Indenture, no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and the obligations to deliver assets to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableParent Guarantor.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that cause the provisions of this Paragraph Section 4 hereof will thereafter to be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance of all or substantially all of its assets unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In If a transaction constitutes or results in a Change of Control, then at the event request of the holder hereof delivered before the 90th day after such transaction, the Company effects (or any consolidationsuch successor or surviving entity) will purchase the Warrant from the holder of this Warrant for a purchase price, merger or sale or conveyance payable in cash within five (5) Business Days after such request (or, if later, on the effective date of substantially all such transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such request. For the purposes of this Section, "Change of Control" means the consummation of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Company that is initiated by a member of the Company's management (but not a Rule 13e-3 transaction initiated by the holder of this Warrant, any of its assets prior to the end affiliates or any officers, directors or managers of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablesuch holder or its affiliates).

Consolidation, Merger or Sale. In case of any consolidation of ----------------------------- the Company with, or merger of the Company into any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time after the closing under the Securities Purchase Agreement, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) right, at its sole option, to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, (i) such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place, or (ii) the fair value of this Warrant based on an exercise price equal to the market price of the Common Stock immediately prior to the first public announcement of such consolidation, merger or sale or conveyance, otherwise disregarding the existence of such transaction. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company withAny recapitalization, or merger of the Company into any other corporationreorganization, or in case of any reclassification, consolidation, merger, sale or conveyance of all or substantially all of Parent’s assets to another Person or other transaction that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the assets consummation of any Organic Change, Parent will make appropriate provision (as determined by the Board of Directors, but in form and substance reasonably satisfactory to the Registered Holders of the Company other than in connection with Warrants representing a plan of complete liquidation majority of the Company, Common Stock obtainable upon exercise of all Warrants then as a condition outstanding) to insure that each of such consolidation, merger or sale or conveyance, adequate provision the Registered Holders of the Warrants will be made whereby the holder of this Warrant will thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this such holder’s Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this such holder’s Warrant had such consolidation, merger or sale or conveyance Organic Change not taken place. In any such case, the Company Parent will make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) with respect to such holder’s rights and interests to insure that the provisions of this Paragraph Section 2 and Sections 3 and 4 hereof will thereafter be applicable as nearly as may be to the Warrants (including, in relation to the case of any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale in which the successor entity or conveyance purchasing entity is other than Parent, an immediate adjustment of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of Exercise Shares, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). Parent will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor or acquiring entity (if other than Parent) resulting from consolidation or merger or the Company) and, if an entity different from corporation purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the successor or acquiring entity, the entity whose capital stock or assets the holders Registered Holders of Warrants representing a majority of the Common Stock obtainable upon exercise of all of the Company are entitled to receive as a result of such consolidationWarrants then outstanding), merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations obligation to deliver to the each such holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the such holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.6 2E.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporationentity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyanceconveyance of all or substantially all of its assets, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that cause the provisions of this Paragraph Section 4 hereof will thereafter to be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In If a transaction constitutes or results in a Change of Control, then at the event request of the holder hereof delivered before the 90th day after such transaction, the Company effects (or any consolidationsuch successor or surviving entity) will purchase the Warrant from the holder of this Warrant for a purchase price, merger or sale or conveyance payable in cash within five (5) Business Days after such request (or, if later, on the effective date of substantially all such transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such request. For the purposes of this Section, "Change of Control" means the consummation of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Company that is initiated by a member of the Company's management (but not a Rule 13e-3 transaction initiated by the holder of this Warrant, any of its assets prior to the end affiliates or any officers, directors or managers of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablesuch holder or its affiliates).

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Adjustment Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of the assets of the Company, at any time during the Adjustment Period, the holder hereof shall, at its assets prior option, have the right to receive, in connection with such transaction, cash consideration equal to the end fair market value of the Exercise Period, this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, after the date hereof (a) shall consolidate with or merger of the Company merge into any other corporationentity and shall not be the continuing or surviving corporation of such consolidation or merger, (b) shall permit any other entity to consolidate with or merge into the Company and the Company shall be the continuing or surviving entity but, in case connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of any sale other entity or conveyance of cash or any other property, (c) shall transfer all or substantially all of the its properties or assets to any other person or entity, or (d) shall effect a capital reorganization or reclassification of the Company Common Stock (other than a capital reorganization or reclassification for which adjustment in connection with a plan the Exercise Price is provided in Section 4(a)), then, and in the case of complete liquidation of the Companyeach such transaction, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant will have Warrant, upon the right exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (and at the aggregate Exercise Price in effect at the time of such right will continue consummation for the remainder of the Exercise Period) all Common Stock issuable upon such exercise immediately prior to acquire and receive upon exercise of this Warrant such consummation), in lieu of the shares of Common Stock issuable upon such exercise immediately theretofore acquirable prior to such consummation, the highest amount of securities, cash or other property to which such holder would have been entitled as a shareholder upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of consummation if such holder had exercised this Warrant had immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 4. The Company shall not effect any such consolidation, merger merger, or sale of assets, or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock capital reorganization or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance reclassification unless prior to the consummation thereof, the successor continuing or acquiring entity surviving corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stocksecurities, securities cash or assets other property as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. (i) In case of (1) any consolidation of the Company with, or merger of the Company into any other corporationcorporation or entity, or in case of (2) any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany (each of clause (1) and (2) shall be referred to as a “Fundamental Transaction”), then then, as a condition of such consolidation, merger or sale or conveyanceFundamental Transaction, adequate provision will be made whereby the holder of this Warrant Holder will have the right thereafter (and such right will continue for at any time or from time to time during the remainder of the Exercise Period) have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore theretofor acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Fundamental Transaction not taken place. . (ii) In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 4(c) hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationFundamental Transaction unless, merger or sale or conveyance unless prior to the consummation thereof, (1) the successor or acquiring entity (if other than the Company), (2) and, if an entity different from the successor or acquiring entity, the any other entity whose capital stock stock, securities or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidationFundamental Transaction and (3) any parent, merger subsidiary or sale affiliate of such successor, acquiring entity or conveyance, other entity whose common stock this Warrant shall be exercisable into by virtue of subparagraph (iii) of this Paragraph 4(c) (any or all of such entities being hereafter referred to as a “Successor Entity”) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In . (iii) Furthermore, in the event of a transaction contemplated by this Paragraph 4(c) involving the acquisition of the Company effects any consolidation, merger by a Public Acquirer (as defined below) for consideration consisting of all or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will becomepart cash, at the option of the Holder, in lieu of any cash in respect of shares of Common Stock underlying this Warrant, this Warrant (or such proportion thereof as is equal to the proportion of cash to stock to be paid for the Company) shall thereafter be exercisable for the common stock of the Public Acquirer for the remainder of the Exercise Period (and otherwise in accordance with the terms hereof), with the number of shares thereafter underlying this Warrant determined by multiplying the number of shares for which this Warrant is exercisable immediately exercisableprior to such transaction by a fraction, the numerator of which is the cash consideration per share paid for the Company and the denominator of which is the Market Price of the Public Acquirer’s common stock, where “Market Price” means the average closing price of the Public Acquirer’s common stock over the five (5) Trading Days immediately following the closing date of the transaction. In the case of a transaction involving partial cash consideration, the proportion of this Warrant as is equal to the proportion of stock to cash in such transaction shall thereafter be exercisable for stock of the Public Acquirer in accordance with the preceding terms of this Paragraph 4(c), with the number of shares underlying this Warrant adjusted to reflect the number of shares of common stock of the Public Acquirer to be issued for each share of Common Stock of the Company. Following any adjustment hereunder, the Exercise Price shall be proportionately adjusted, by multiplying the Exercise Price then in effect by a fraction, the numerator of which is the number of shares issuable prior to the adjustment and the denominator of which is the number of shares issuable after the adjustment. “Public Acquirer” means any entity that has publicly traded common stock whether publicly traded in the United States or in any other jurisdiction, it being understood that (1) “common stock” as used in this Paragraph 4(c) includes common equity equivalents, trust shares, limited partnership interests, ordinary shares, American Depositary Receipts, American Depositary Shares, and any other similar securities or derivate thereof, and (2) the Company shall be deemed to have been acquired by a Public Acquirer where any Successor Entity has publicly traded common stock whether traded in the United States or any other jurisdiction, even if such Successor Entity is not the direct acquirer or successor to the Company. Following any transaction contemplated by this Paragraph 4(c) the term Warrant Shares shall be deemed to refer to the shares for which this Warrant is thereafter exercisable in accordance with the provisions hereof.

Consolidation, Merger or Sale. (i) In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any such sale or conveyance, the Company effects holder of this Warrant shall, at its option, have the right to receive, and, in the event of any such merger, consolidation, merger or sale or conveyance which involves the receipt of substantially all cash consideration by the equity holders of its assets prior the Company's capital stock or in which the surviving or continuing entity is not a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the holder of this Warrant shall be entitled to receive, in connection with such transaction, cash consideration equal to the end fair market value (as determined by the holder of this Warrant) of this Warrant. (iii) No adjustment shall be made to the Exercise PeriodPrice pursuant to the provisions of this Section 4 upon the issuance by the Company of any securities as consideration in a merger, this Warrant will becomeconsolidation or acquisition of assets, at or in connection with any strategic partnership or joint venture (the option primary purpose of which is not to raise equity capital), or as consideration for the Holderacquisition of a business, immediately exercisableproduct or license by the Company.

Consolidation, Merger or Sale. In case of Except as provided in Section 9, any consolidation of the Company withrecapitalization, or merger of the Company into any other corporationreorganization, or in case of any reclassification, consolidation, merger, sale or conveyance of all or substantially all of the Company's assets or other transaction, which in each case is effected in such a way that the holders of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for shares of Common Stock is referred to herein as "Organic Change." Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder) to insure that the Registered Holder shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the shares of Warrant Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Warrant Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance Organic Change not taken place. In any such case, the Company will shall make appropriate provision (in form and substance satisfactory to the Registered Holder) with respect to the Registered Holders' rights and interests to insure that the provisions of this Paragraph Section 3 and Sections 4 and 5 hereof will shall thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will shall not effect any such consolidation, merger or sale or conveyance sale, unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different resulting from the successor consolidation or acquiring entity, merger or the entity whose capital stock or purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument (in form and substance satisfactory to the obligations under this Paragraph 4 and Registered Holder), the obligations obligation to deliver to the holder of this Warrant Registered Holder such shares of stockWarrant Stock, securities or assets as, in accordance with the foregoing provisions, the such holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or corporation in case of any sale or conveyance of all or substantially all of which the assets of consideration payable to the Company other than in connection with a plan of complete liquidation holders of the Company's Common Stock consists, in whole or in part, of shares of stock or other securities, then as a condition of such consolidation, merger consolidation or sale or conveyancemerger, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, stock or other securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, consolidation or merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, such consolidation or merger or sale or conveyance unless (i) prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, stock or other securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquireacquire and (ii) the successor corporation is a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market. In the event the Company effects case of any consolidation, merger or sale or conveyance of all or substantially all of its the Company's assets prior (other than in connection with a plan of complete liquidation of the Company) or in the case of any consolidation of the Company with, or merger of the Company into, any other corporation which involves the receipt of cash consideration by the holders of the Company's capital stock or in which the surviving or continuing entity is not a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the holder of this Warrant shall be entitled to receive, in connection with such transaction, cash consideration equal to the end fair market value (as determined by the holder of the Exercise Period, this Warrant will become, at the option Warrant) of the Holder, immediately exercisablethis Warrant.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, after the date hereof shall (i) consolidate with or merger of the Company merge into any other entity and shall not be the continuing or surviving corporation of such consolidation or merger, or permit any other entity to consolidate with or merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such consolidation or in case merger, the Common Stock shall be changed into or exchanged for stock or other securities of any sale other entity or conveyance of cash or any other property, (ii) sell, convey or otherwise transfer all or substantially all of the its properties or assets to any other entities in one or more related transactions or (iii) effect a capital reorganization or reclassification of the Company other than in connection with a plan of complete liquidation of the CompanyCommon Stock, then as a condition of such consolidation, merger or sale or conveyance, the Company shall make or cause to be made adequate provision will be made whereby the holder Holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, the amount of securities, cash or other property to which such shares of stock, securities or assets Holder would actually have been entitled as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable a stockholder upon exercise of such consummation if such Holder had exercised this Warrant had immediately prior thereto, subject to adjustments (subsequent to such consolidation, merger or sale or conveyance not taken placeconsummation) as nearly equivalent as possible to the adjustments provided for in this Paragraph 4. In any such case, the Company will make appropriate provision to insure ensure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument this Warrant, including, without limitation, the obligations under this Paragraph 4 and the obligations to deliver to the holder Holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder Holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation of or merger to which the Company withis a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or merger of the Company into any change (other corporationthan a change in par value, or in case from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other than in connection with a plan of complete liquidation of corporation; then the Company, then or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a condition supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger or merger, sale or conveyance, adequate provision will be made whereby the conveyance by a holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately theretofore acquirable and receivable upon exercise prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Warrant had such consolidation, merger or sale or conveyance not taken placeIndenture. In any such case, the Company will make appropriate provision to insure that the The above provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation Section shall similarly apply to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidationsuccessive reclassifications, merger or sale or conveyance unless prior to the consummation thereofconsolidations, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 mergers and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablesales.

Consolidation, Merger or Sale. In case of any consolidation of the Company ----------------------------- with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of ----------------------------- the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant hereof will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant hereof such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidationother corporation, merger or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder hereof shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of the its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of the Company its Capital Stock, other than any event set forth in connection with a plan Section 4(b) below, then, and in the case of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of such Triggering Event if such Holder had exercised the rights represented by this WarrantWarrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such shares of stockcorporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, securities or assets as however, the Holder at its option may be issued or payable with respect receive an amount in cash equal to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise value of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, calculated in accordance with the Black-Scholes formula. Notwithstanding the foregoing provisionsto the contrary, this Section 4(a)(i) shall only apply if the holder may be entitled surviving entity pursuant to acquireany such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the Company effects surviving entity pursuant to any consolidation, merger or sale or conveyance of substantially all of its assets prior such Triggering Event is not a public company that is registered pursuant to the end Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the Exercise PeriodOTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant will become, at calculated in accordance with the option of the Holder, immediately exercisableBlack-Scholes formula.

Consolidation, Merger or Sale. In case If, at any time when this Warrant is issued and outstanding and prior to the full exercise thereof, any capital reorganization, reclassification or similar transaction involving the capital stock of the Company, or any consolidation consolidation, merger or business combination of the Company withwith another Person (as defined below), or merger of the Company into any other corporationsale, conveyance or in case of any sale or conveyance disposition of all or substantially all of the assets of the Company other than Company, shall be effected in connection with such a plan way that holders of complete liquidation Common Stock shall be entitled to receive stock or securities of the CompanyCompany or another entity or assets (including cash) with respect to or in exchange for shares of the Common Stock (a "Reorganization Event"), then then, prior to and as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will shall be made whereby the holder of this Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant Warrant, upon the basis and upon the terms and conditions specified herein, and in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) which the holder would have been entitled to receive in such Reorganization Event had the Warrant been exercised in full immediately prior to such Reorganization Event (without regard to any limitations on exercise set forth herein other than the provisions of Section 4(a) hereof relating to the Minimum Exercise Price, as such Minimum Exercise Price may be issued or payable adjusted pursuant to Section 4(c) and Section 4(e)). In any such case, appropriate provision shall be made with respect to or in exchange the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and the number of shares of Common Stock immediately theretofore acquirable and receivable issuable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will Warrant) shall thereafter be applicable applicable, as nearly as may be practicable, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise of this Warrant. The Company will shall not effect any consolidation, merger or sale or conveyance such Reorganization Event unless prior to or simultaneously with the consummation thereof, thereof the resulting successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity (if other than the Company) whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.to

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 5 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless unless, prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Warrant (including under this Paragraph 4 5(e)) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of the Issuer shall do any consolidation of the Company withfollowing (each, a "Triggering Event”): (a) consolidate with or merger of the Company merge into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, either the Common Stock or the Preferred Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled (x) upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the exercise consummation of such Triggering Event if such Holder had exercised the rights represented by this WarrantWarrant immediately prior thereto, subject to adjustments (subsequent to such shares corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4B or (y) to sell this Warrant (or, at such Holder’s election, a portion hereof) concurrently with the Triggering Event to the Person continuing after or surviving such Triggering Event, or to the Issuer (if Issuer is the continuing or surviving Person) at a sales price equal to the amount of stockcash, securities or assets as may be issued or payable with respect property and/or Securities to or in exchange for which a holder of the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable which would otherwise have been delivered upon the exercise of this Warrant. The Company will not effect Warrant would have been entitled upon the effective date or closing of any consolidationsuch Triggering Event (the “Event Consideration”), merger or sale or conveyance unless prior less an amount equal to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled aggregate Warrant Price applicable to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableportion hereof so sold.

Consolidation, Merger or Sale. In case of any ----------------------------- consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be were issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph Section 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any consolidation of the Company effects with, or merger of the Company into, any consolidation, merger other corporation or the sale or conveyance of all or substantially all of its the assets prior to of the end of Company, at any time during the Exercise Period, the holder of the Warrant shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant will become, at as determined in accordance with customary valuation methodology used in the option of the Holder, immediately exercisableinvestment banking industry.

Consolidation, Merger or Sale. In case If, at any time when this Warrant is issued and outstanding and prior to the full exercise thereof, any capital reorganization, reclassification or similar transaction involving the capital stock of the Company, or any consolidation consolidation, merger or business combination of the Company withwith another Person (as defined below), or merger of the Company into any other corporationsale, conveyance or in case of any sale or conveyance disposition of all or substantially all of the assets of the Company other than Company, shall be effected in connection with such a plan way that holders of complete liquidation Common Stock shall be entitled to receive stock or securities of the CompanyCompany or another entity or assets (including cash) with respect to or in exchange for shares of the Common Stock (a "Reorganization Event"), then then, prior to and as a condition of such consolidationReorganization Event, merger or sale or conveyance, lawful and adequate provision will shall be made whereby the holder of this Warrant will shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant Warrant, upon the basis and upon the terms and conditions specified herein, and in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) which the holder would have been entitled to receive in such Reorganization Event had the Warrant been exercised in full immediately prior to such Reorganization Event (without regard to any limitations on exercise set forth herein other than the provisions of Section 4(a) hereof relating to the Minimum Exercise Price, as such Minimum Exercise Price may be issued or payable adjusted pursuant to Section 4(c) and Section 4(e)). In any such case, appropriate provision shall be made with respect to or in exchange the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and the number of shares of Common Stock immediately theretofore acquirable and receivable issuable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will Warrant) shall thereafter be applicable applicable, as nearly as may be practicable, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise of this Warrant. The Company will shall not effect any consolidation, merger or sale or conveyance such Reorganization Event unless prior to or simultaneously with the consummation thereof, thereof the resulting successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.the

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph Section 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless (i) prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, conveyance assumes by written instrument the obligations under this Paragraph 4 Warrant (including under this Section 4) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In acquire and (ii) the event entity whose capital stock or assets the holders of the Common Stock of the Company effects any consolidation, merger or sale or conveyance are entitled to receive as a result of substantially all of its assets prior to such transaction is a publicly traded corporation whose common stock is listed for trading on a Principal Market (as defined in the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableStock Purchase Agreement).

Consolidation, Merger or Sale. In case of If any consolidation of the Company with, or merger of the Company into any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets or other transaction shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive shares, securities, or other than in connection with a plan of complete liquidation of the Companyassets or property (an “Organic Change”), then then, as a condition of such consolidationOrganic Change, merger or sale or conveyance, lawful and adequate provision will provisions shall be made by the Company whereby the holder of this Warrant will Holders hereof shall thereafter have the right (and such right will continue for the remainder of the Exercise Period) to acquire purchase and receive upon exercise of this Warrant (in lieu of the shares of Common Stock Warrant Shares immediately theretofore acquirable purchasable and receivable upon the exercise of this Warrant, the rights represented hereby) such shares of stockshares, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby; provided, however, that in the event the value of the shares, securities or other assets or property (determined in good faith by the Board of Directors of the Company) issuable or payable with respect to one share of Common Stock of the Company immediately theretofore acquirable purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Exercise Price hereof effective at the time of a merger and securities received in such reorganization, then the Exercise Price shall be adjusted to reflect the new increased share value unless this Warrant is exercised prior to such Organic Change. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holders of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, to the Company will make appropriate provision to insure end that the provisions hereof (including, without limitation, provisions for adjustments of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any the Exercise Price and of the number of shares of stock or securities thereafter deliverable purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale or conveyance unless unless, prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different resulting from such consolidation or the successor or acquiring entity, the entity whose capital stock or corporation purchasing such assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes shall assume by written instrument reasonably satisfactory in form and substance to the obligations under this Paragraph 4 Holders of Warrants to purchase Common Stock then outstanding, executed and mailed or delivered to the obligations registered Holders hereof at the last address of such Holders appearing on the books of the Company, the obligation to deliver to the holder of this Warrant such shares of stockHolders such shares, securities or assets as, in accordance with the foregoing provisions, the holder such Holders may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisablepurchase.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a "Triggering Event"): (a) consolidate or merger of the Company merge with or into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of the its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of the Company other than in connection with a plan of complete liquidation of the Companyits Capital Stock, then then, and as a condition of to each such consolidationTriggering Event, merger or sale or conveyance, proper and adequate provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder shall have the option to receive, in lieu of the shares of Common Stock immediately theretofore acquirable upon foregoing right to receive such securities, cash and property, an amount in cash equal to the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise value of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, calculated in accordance with the Black-Scholes formula. Notwithstanding the foregoing provisionsto the contrary, the holder may be entitled to acquire. In in the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will becomea Triggering Event, at the option request of the HolderHolder delivered before the ninetieth (90th) day after such Triggering Event, immediately exercisablethe Issuer shall pay to the Holder an amount in cash equal to the value of the unexercised portion of this Warrant as of the date of such Triggering Event calculated in accordance with the Black-Scholes formula within five (5) days of such request.

Consolidation, Merger or Sale. In case of the Issuer after the Original Issue Date shall do any consolidation of the Company withfollowing (each, a “Triggering Event”): (a) consolidate with or merger of the Company merge into any other corporationPerson and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in case connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any sale other Person or conveyance of cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby so that, upon the holder basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant will have shall be entitled upon the right (and exercise hereof at any time after the consummation of such right will continue for Triggering Event, to the remainder extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Exercise Period) to acquire and receive Common Stock issuable upon such exercise of this Warrant in lieu of prior to such Triggering Event, the shares of Common Stock immediately theretofore acquirable Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right to elect the type of consideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Unless the surviving entity in any such Triggering Event is a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisable.

Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporationcorporation (except for the merger with The Aeon Group, Inc.), or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyCompany at any time during the Exercise Period, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 Section 11 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation, merger or sale or conveyance, assumes by written instrument the obligations under this Paragraph 4 Warrant and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In Notwithstanding the foregoing, in the event of any such sale or conveyance, the Company effects holder of this Warrant shall, at its option, have the right to receive, and, in the event of any such merger, consolidation, merger or sale or conveyance which involves the receipt of substantially all cash consideration by the equity holders of its assets prior the Company's capital stock or in which the surviving or continuing entity is not a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the holder of this Warrant shall be entitled to receive, in connection with such transaction, cash consideration equal to the end fair market value (as determined in good faith by the holder of the Exercise Period, this Warrant will become, at the option Warrant) of the Holder, immediately exercisablethis Warrant.

Consolidation, Merger or Sale. In case the Company after the Original Issuance Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or ---------------- merge with or into any other individual or entity ("Person")and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any common or preferred stock ("Capital Stock") of the Company withshall be changed into or exchanged for Securities of any other Person or cash or any other property, or merger of the Company into any other corporation, or in case of any sale or conveyance of (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the assets case of the Company other than in connection with a plan of complete liquidation of the Companyeach such Triggering Event, then as a condition of such consolidation, merger or sale or conveyance, adequate proper provision will shall be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of to the Exercise Period) to acquire Price and receive the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the shares of Common Stock immediately theretofore acquirable issuable upon the such exercise of this WarrantWarrant prior to such Triggering Event, the Securities, cash and property to which such shares Holder would have been entitled upon the consummation of stocksuch Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), securities subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Exercise Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or assets surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the per share Fair Market Value of the Common Stock as of the date immediately preceding the Original Issuance Date; provided, however, the Holder at its -------- ------- option may be issued or payable elect to receive an amount in cash equal to the lesser of (a) the value of this Warrant calculated in accordance with respect the Black-Scholes formula; and (b) $1.00 (subject to or adjustment in exchange for the event the Company affects a stock split) per Warrant Share. Immediately upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Common Stock immediately theretofore acquirable and receivable Warrant Shares issuable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken placethe new warrant and the adjusted Exercise Price. In any such caseUpon the Holder's request, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock continuing or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive surviving corporation as a result of such consolidation, merger or sale or conveyance, assumes by written instrument Triggering Event shall issue to the obligations under this Paragraph 4 Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Shares and the obligations to deliver adjusted Exercise Price pursuant to the holder terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant such shares of stock, securities or assets as, calculated in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation, merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise Period, this Warrant will become, at the option of the Holder, immediately exercisableBlack-Scholes formula.