Common use of Expiration Date; Automatic Exercise Clause in Contracts

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29, 2012, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29February 15, 20122015, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29June 30, 20122013, and shall be void thereafter (the “"Expiration Date”"). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty ten (2010) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “"Merger” " means: (i) a sale of all or substantially all of the Company’s 's assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “"Unaffiliated Entity” " means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29June 7, 20122011, and shall be void thereafter (the “Expiration Date”). Notwithstanding the foregoing, this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of Section 4 hereof, without any further action on behalf of the Holder, immediately prior to the time this Warrant would otherwise expire pursuant to the preceding sentence. Notwithstanding the term of this Warrant fixed pursuant to this Section 7, 7 and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below)converted, this Warrant shall automatically be exercised converted pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) , upon the closing of a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below)assets, or (ii) the merger, merger or consolidation or acquisition of the Company with, with or into or by an Unaffiliated Entity another corporation (other than a merger or consolidation for the principle principal purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), Company) that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the Company (a “Merger”), except to the extent assumed by the successor corporation (or its parentparent thereof) in connection with such Merger. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in In the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof)assumed, this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Mergerassumed. Notwithstanding anything to the contrary in this Warrant, (i) the Holder holder may expressly make rescind any voluntary exercise of its purchase rights after any notice of termination of the proposed transaction if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and effective immediately prior toconditions. Notwithstanding the foregoing, in the event the Warrant is automatically deemed to be exercised pursuant to this Section 7, the consummation of Company shall not be required to surrender the certificate representing the Preferred Stock until such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior theretotime as the Holder surrenders the Warrant.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29January 1, 20122017, and shall be void thereafter (the “"Expiration Date”"). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty ten (2010) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “"Merger” " means: (i) a sale of all or substantially all of the Company’s 's assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “"Unaffiliated Entity” " means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the same series of Preferred Stock of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 2925, 20122016, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto.

Expiration Date; Automatic Exercise. This Warrant shall expire at on the earlier to occur of (i) the close of business on March 29May 18, 20122011, and (ii) the third anniversary of the initial Public Offering of the Company’s securities, and shall be void thereafter (the “Expiration Date”). Notwithstanding the foregoing, this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of Section 4 hereof, without any further action on behalf of the Holder, immediately prior to the time this Warrant would otherwise expire pursuant to the preceding sentence. Notwithstanding the term of this Warrant fixed pursuant to this Section 7, 7 and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below)converted, this Warrant shall automatically be exercised converted pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) , upon the closing of a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below)assets, or (ii) the merger, merger or consolidation or acquisition of the Company with, with or into or by an Unaffiliated Entity another corporation (other than a merger or consolidation for the principle principal purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), Company) that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the Company (a “Merger”), except to the extent assumed by the successor corporation (or its parentparent thereof) in connection with such Merger. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in In the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof)assumed, this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Mergerassumed. Notwithstanding anything to the contrary in this Warrant, (i) the holder may rescind any exercise of its purchase rights after any notice of termination of the proposed transaction if the exercise was otherwise precipitated by such proposed Merger. In the event of such recission, this Warrant will continue to be exercisable on the same terms and conditions. Notwithstanding the foregoing, in the event the Warrant is automatically deemed to be exercised pursuant to this Section 7, the Company shall not be required to surrender the certificate representing the Preferred Stock until such time as the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, surrenders the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior theretoWarrant.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29January 1, 20122017, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty ten (2010) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities Common Stock of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29, 2012, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto. 8.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29, 20122017, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 2921, 20122021, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29the earlier to occur of (i) February 22, 2012, or (ii) two years from the effective date of the Company’s initial Public Offering, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within twenty (20) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29, 20122014, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto.

Expiration Date; Automatic Exercise. This Warrant shall expire at upon the earlier of (i) the close of business on March 293, 20122010, (ii) three (3) years following the closing of the initial Public Offering of the Company or (iii) upon the closing of a sale of all or substantially all of the Company’s assets, or the merger or consolidation of the Company with or into another corporation (other than a merger or consolidation for the principle purpose of changing the domicile of the Company) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company (collectively a “Merger”) where the sole consideration issued to stockholders of the Company is cash and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, 7 and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below)converted, this Warrant shall automatically be exercised converted pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) Holder upon a sale of all or substantially all of Merger where the Company’s assets consideration issued to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition stockholders of the Company withis stock, into or except to the extent assumed by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation (or its parentparent thereof) in connection with such Merger. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in In the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof)assumed, this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Mergerassumed. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after such notice of termination of the proposed transaction if the exercise was otherwise precipitated by such proposed Merger. In the event of such rescission, this Warrant contingent on, will continue to be exercisable on the same terms and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger conditions. and shall be effective void thereafter (the “Expiration Date”). Notwithstanding the foregoing, this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of Section 4 hereof, without any further action on behalf of the Holder, immediately prior theretoto the time this Warrant would otherwise expire pursuant to this Section 7. Notwithstanding the foregoing, in the event the Warrant would automatically be deemed to be exercised pursuant to this Section 7, the Company shall not be required to surrender the certificate representing the Shares until such time as the Holder surrenders the Warrant.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29December 30, 20122021, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29May 1, 20122015, and shall be void thereafter (the “"Expiration Date”"). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty ten (2010) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “"Merger” " means: (i) a sale of all or substantially all of the Company’s 's assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “"Unaffiliated Entity” " means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the same series of Preferred Stock of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29February 15, 20122015, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, or acquisition holding, immediately thereafter, less than a majority of the outstanding voting securities of the successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make any voluntary exercise of this Warrant contingent on, and effective immediately prior to, the consummation of such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior thereto. 8.

Expiration Date; Automatic Exercise. This Warrant shall expire at (and shall be void thereafter) upon the earliest to occur of: (a) the close of business on March 29September 15, 20122018, and shall be void thereafter or (b) a Merger (as defined below) (each the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty ten (2010) days and has not earlier exercised this WarrantWarrant in full, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised in full pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of this Warrant contingent on, and effective immediately prior to, after being notified of termination of the consummation of such proposed Merger and (ii) any automatic if the exercise of this Warrant in connection occurred after the Company provided the Holder with a Merger shall advance written notice of the Merger, provided, however that such rescission right must be conditioned on consummation exercised within thirty (30) days of receipt of such Merger written notice of termination of the proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29June 30, 20122013, and shall be void thereafter (the “"Expiration Date”"). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty ten (2010) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “"Merger” " means: (i) a sale of all or substantially all of the Company’s 's assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “"Unaffiliated Entity” " means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the same series of Preferred Stock of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately prior theretoconditions.

Expiration Date; Automatic Exercise. This Warrant shall expire at on the first to occur of (i)the close of business on March 29May 18, 20122011, and (ii) the third anniversary of the initial Public Offering of the Company’s securities, and shall be void thereafter (the “Expiration Date”). Notwithstanding the foregoing, this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of Section 4 hereof, without any further action on behalf of the Holder, immediately prior to the time this Warrant would otherwise expire pursuant to the preceding sentence. Notwithstanding the term of this Warrant fixed pursuant to this Section 7, 7 and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below)converted, this Warrant shall automatically be exercised converted pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) , upon the closing of a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below)assets, or (ii) the merger, merger or consolidation or acquisition of the Company with, with or into or by an Unaffiliated Entity another corporation (other than a merger or consolidation for the principle principal purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), Company) that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the Company (a "Merger”), except to the extent assumed by the successor corporation (or its parentparent thereof) in connection with such Merger. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assets, consolidation or acquisition. Notwithstanding the foregoing, in In the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof)assumed, this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effect. The Company agrees to give the Holder written notice promptly after it has entered into a definitive agreement relating to any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Mergerassumed. Notwithstanding anything to the contrary in this Warrant, (i) the Holder holder may expressly make rescind any voluntary exercise of its purchase rights after any notice of termination of the proposed transaction if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and effective immediately prior toconditions. Notwithstanding the foregoing, in the event the Warrant is automatically deemed to be exercised pursuant to this Section 7, the consummation of Company shall not be required to surrender the certificate representing the Preferred Stock until such Merger and (ii) any automatic exercise of this Warrant in connection with a Merger shall be conditioned on consummation of such Merger and shall be effective immediately prior theretotime as the Holder surrenders the Warrant.

Expiration Date; Automatic Exercise. This Warrant shall expire at the close of business on March 29December 6, 20122021, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised in full pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle principal purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the Company’s shareholders immediately prior to such merger, consolidation, transfer of fifty percent (50%) or acquisition holding, immediately thereafter, less than a majority more of the outstanding voting securities power of the successor corporation or its parentCompany. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger or sale of assetsmerger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company (it being acknowledged and agreed that options to acquire common stock issued to officers, directors, employees and consultants shall not be deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed and the automatic exercise provision in this Section 7 shall have no effectassumed. The Company agrees to promptly give the Holder written notice promptly after it has entered into a definitive agreement relating to of any proposed Merger and written notice of termination of any definitive agreement relating to any proposed Merger. Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make rescind any voluntary exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant contingent onoccurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, and effective immediately prior toprovided, the consummation however that such rescission right must be exercised within thirty (30) days of receipt of such Merger and (ii) any automatic exercise written notice of termination of the proposed Merger. In the event of such rescission, this Warrant in connection with a Merger shall will continue to be conditioned exercisable on consummation of such Merger the same terms and shall be effective immediately conditions as prior theretoto the exercise.