Common use of Consolidation, Merger or Sale Clause in Contracts

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case the Issuer Company after the Original Issue Date date hereof shall do any of the following (each, a "Triggering Event"): (ai) consolidate with or 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 another corporation where the holders Company and the Company shall be the continuing or surviving corporation, but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of outstanding Voting Stock prior to such merger any other entity or consolidation do not own over 50% of the outstanding Voting Stock of the merged cash or consolidated entity immediately after such merger any other property, (ii) sell, convey or consolidation, or (b) sell otherwise transfer all or substantially all of its properties or assets to any other Person, entities in one or more related transactions or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (diii) effect a capital reorganization (other than by way or reclassification of the Common Stock, then as a stock split condition of such consolidation, merger or combination of shares sale or stock dividends conveyance, the Company shall make or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall cause to be made so that, adequate provision whereby the Holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the basis and the terms and in the manner provided in exercise of this Warrant, the Holder of this Warrant shall be entitled Warrant, upon the exercise hereof at any time after the consummation of such Triggering Eventtransaction, to the extent this Warrant is not exercised prior to such Triggering Event, shall be entitled to receive (at the Warrant aggregate Exercise Price in effect at the time of such consummation for all Common Stock issuable upon such exercise immediately prior to the consummation of such Triggering Event consummation), in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventconsummation, the amount of securities, cash and or other property to which such Holder would actually have been entitled as a stockholder upon the such consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate actionconsummation) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section Paragraph 4. In any such case, the Company will make appropriate provision to 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 corporation (if other than the Company) assumes by written instrument this Warrant, including, without limitation, 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.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation where the holders of outstanding Voting Stock prior to such merger consolidation or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationmerger, or (b) sell permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way or reclassification of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c))its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securitiesSecurities, 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 theretothereto (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.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation where the holders of outstanding Voting Stock prior to such merger consolidation or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationmerger, or (b) sell permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way or reclassification of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c))its Capital Stock, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securitiesSecurities, 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 theretothereto (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.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or a different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering EventTRIGGERING EVENT"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case If the Issuer after Company consolidates or merges with another entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and that does not result in any change in the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationCommon Stock), or (b) sell Transfers or disposes of all or substantially all of its properties or assets to any other Personanother entity (collectively, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)"Corporate Change"), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in then the case of each such Triggering Event, proper provision shall be made so thatHolder shall, upon the basis and the terms and in the manner provided in exercising this Warrant, have the right to receive the number of Warrant Shares, other Company securities or property, or successor entity's securities or property, as the case may be, that the Holder would have received upon such Corporate Change if the Holder had exercised this Warrant immediately before such Corporate Change. If there is a Corporate Change, the Company or its successor following such Corporate Change shall make appropriate adjustments to the provisions of this Warrant shall be entitled (including those relating to adjusting the Exercise Price, the number of Warrant Shares issuable upon exercising this Warrant and the Company's Net Payment Right) so that this Warrant will apply, as nearly as possible, to any shares or other property deliverable upon exercise hereof at any time after of this Warrant as if the Holder had exercised this Warrant immediately before such Corporate Change and the Holder had carried out the terms of the exchange such Corporate Change provided for effective as of the consummation of such Triggering EventCorporate Change. The Company shall not effect any Corporate Change unless, upon or before it is consummated, the Company's successor following such Corporate Change has assumed in writing (x) the obligation to deliver to the extent this Warrant is not exercised prior to such Triggering Event, to receive at Holder the Warrant Price in effect at the time immediately prior to the consummation shares of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the stock or other securities, cash and or property that the Holder has the right 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere purchase in accordance with this Section 44(d) and (y) the Company's other obligations under this Warrant.

Consolidation, Merger or Sale. In case the Issuer Company after the Original Issue Date shall do any of the following (each, a "Triggering Event"): date ----------------------------- hereof (a) shall consolidate with or merge with into any other entity and shall not be the continuing or into another surviving corporation where the holders of outstanding Voting Stock prior to such merger consolidation or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationmerger, or (b) sell 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 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 other entity or cash or any other property, (c) shall transfer all or substantially all of its properties or assets to any other Person, person or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c))entity, or (d) shall effect a capital reorganization or reclassification of the Common Stock (other than by way of a stock split capital reorganization or combination of shares or stock dividends or distributions reclassification for which adjustment in the Exercise Price is provided for in Section 4(b) or Section 4(c4(a)), then, and in the case of each such Triggering Eventtransaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder holder of this Warrant shall be entitled Warrant, upon the exercise hereof at any time after the consummation of such Triggering Eventtransaction, to the extent this Warrant is not exercised prior to such Triggering Event, shall be entitled to receive (at the Warrant aggregate Exercise Price in effect at the time of such consummation for all Common Stock issuable upon such exercise immediately prior to the consummation of such Triggering Event consummation), in lieu of the Common Stock issuable upon such exercise of this Warrant immediately prior to such Triggering Eventconsummation, the highest amount of securities, cash and or other property to which such Holder holder would have been entitled as a shareholder upon the such consummation of such Triggering Event if such Holder holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate actionconsummation) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. The Company shall not effect any such consolidation, merger, or sale of assets, or capital reorganization or reclassification unless prior to the consummation thereof, the continuing or surviving corporation (if other than the Company) assumes by written instrument the obligations under this Section 4 and the obligations to deliver to the holder of this Warrant such securities, cash or other property as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate with or merge with into any other Person and the Issuer shall not be the continuing or into another surviving corporation where the holders of outstanding Voting Stock prior to such merger consolidation or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationmerger, or (b) sell permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way or reclassification of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c))its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securitiesSecurities, 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into another corporation where the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the 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, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4.

Consolidation, Merger or Sale. In case If the Issuer after the Original Issue Date Company shall do any of the following (each, a "Triggering Event"): (ai) consolidate with or merge with into any other entity and the Company shall not be the continuing or into another surviving corporation where the holders of outstanding Voting Stock prior to such merger consolidation or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationmerger, or (bii) sell permit any other entity to consolidate with or merge into the Company and the Company shall be the continuing or surviving entity but, in connection with such consolidation or merger, the capital stock of the Company shall be changed into or exchanged for securities of any other entity or cash or any other property, or (iii) transfer all or substantially all of its properties or assets to any other Person, person or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c))entity, then, and in the case of each such Triggering Event, proper provision shall be made 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 EventEvent but prior to the Expiration Date, and to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Strike Price in effect at the time immediately prior to the consummation of such Triggering Event (subject to adjustments (subsequent to such Triggering Event) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 8), in lieu of the Common Stock Shares issuable upon such exercise of this Warrant prior to such Triggering Event, the securities, cash and and/or 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 theretothereto (and the Company shall select the form of consideration, to the extent applicable, received by the Holder upon exercise of this Warrant subsequent to such Triggering Event), subject to adjustments (subsequent to such corporate actionTriggering Event) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 48.

Consolidation, Merger or Sale. In case the Issuer Company after the Original Issue Date date hereof shall do any of the following (each, a "Triggering Event"): (ai) consolidate with or 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 another corporation where the holders Company and the Company shall be the continuing or surviving corporation, but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of outstanding Voting Stock prior to such merger any other entity or consolidation do not own over 50% of the outstanding Voting Stock of the merged cash or consolidated entity immediately after such merger any other property, (ii) sell, convey or consolidation, or (b) sell otherwise transfer all or substantially all of its properties or assets to any other Person, entities in one or more related transactions or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (diii) effect a capital reorganization (other than by way or reclassification of the Common Stock , then as a stock split condition of such consolidation, merger or combination of shares sale or stock dividends conveyance, the Company shall make or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall cause to be made so that, upon the basis and the terms and in the manner provided in this Warrant, adequate provision whereby the Holder of this Warrant shall be entitled Option will have the right to acquire and receive upon exercise of this Option in lieu of the shares of Common Stock immediately theretofore acquirable 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 Option (at the Warrant aggregate Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the consummation for all Common Stock issuable upon such exercise of this Warrant immediately prior to such Triggering Eventconsummation), the amount of securities, cash and or other property to which such Holder would actually have been entitled as a stockholder upon the such consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant Option immediately prior thereto, subject to adjustments (subsequent to such corporate actionconsummation) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section Paragraph 4. In any such case, the Company will make appropriate provision to 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 Option.

Consolidation, Merger or Sale. In case the Issuer Company after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (ai) consolidate with or merge into any other Person when the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) permit any other Person to consolidate with or merge into another corporation where the holders of outstanding Voting Stock prior to Company when the Company shall be the continuing or surviving Person but, in connection with such merger consolidation or consolidation do not own over 50% of the outstanding Voting merger, any Capital Stock of the merged Company shall be changed into or consolidated entity immediately after such merger exchanged for Securities of any other Person or consolidationcash or any other property, or (biii) sell transfer all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (div) effect a capital reorganization (other than by way or reclassification of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c))its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made 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 in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securitiesSecurities, 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, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 44 hereof.

Consolidation, Merger or Sale. In (i) Subject at all times to the provisions of Section 4(c)(iii) below, in case the Issuer Company after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate or merge with or into another any other Person and the Company shall not be the continuing or surviving corporation where the holders of outstanding Voting Stock prior to such merger consolidation or consolidation do not own over 50% of the outstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidationmerger, or (b) sell 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 Capital Stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization or reclassification of its Common Stock and/or Preferred Stock (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)collectively, “Capital Stock”), then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Class B Warrant so that, upon the basis and the terms and in the manner provided in this Class B Warrant, the Holder of this Class B Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Class B Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Class B Warrant prior to such Triggering Event, the securitiesCapital Stock, 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 Class B Warrant immediately prior theretothereto (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 at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Class B Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. 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 Warrant Stock issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of Warrant Shares and the adjusted Exercise Price pursuant to the terms and provisions of this Section 4(c)(i). Notwithstanding the foregoing to the contrary, this Section 4(c)(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 (the “Exchange Act”), 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 Exchange Act 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 Class A Warrant calculated in accordance with the Black-Scholes formula. (ii) Subject at all times to the provisions of Section 4(c)(iii) below, in the event that the Holder has elected not to exercise this Class B Warrant prior to the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Class B Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(c)(i) above, so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the surviving entity and/or each Person (other than the Company) which may be required to deliver any Securities, cash or property upon the exercise of this Class B Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Class B Warrant, (A) the obligations of the Company under this Class B Warrant (and if the Company shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Class B Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly delivered to such Holder an opinion of counsel for the surviving entity and/or each such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Company, stating that this Class B Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Capital Stock, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Class B Warrant or the exercise of any rights pursuant hereto. (iii) Notwithstanding anything to the contrary contained in this Section 4(c), the provisions of Section 4(c)(i) or Section 4(c)(ii) above shall not apply in the event that the consideration paid or received by the Company or its stockholders in connection with any Triggering Event shall be accretive (and not dilutive) to the Company and/or its stockholders, in the consideration received or receivable by the Company or its stockholders in connection with such Triggering Event, shall have a fair market value equal to or in excess of 100% of the Exercise Price then in effect. The provisions of this Section 4(c) shall also not apply to an acquisition by the Company or any subsidiary, in which the Company shall remain the surviving entity and the ability to elect the board of directors of the Company shall not be transferred to or vested in any other Person or Persons not previously affiliated with the Company.