Common use of Fundamental Transactions Clause in Contracts

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he would have been entitled to receive upon the occurrence of such Fundamental Transaction if he had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Warrant is ------------------------ outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationAdditional Investment Right, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of this Warrant the Exercise Warrants issuable hereunder (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new Additional Investment Right substantially in the form of this Warrant Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant Additional Investment Right from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any Any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfAs used herein, “Fundamental Transaction” means at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding stock of the successor entity, or its parent if applicable, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, property. In the event of a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he would have been entitled to receive upon the occurrence of such Fundamental Transaction if he had been, immediately prior pursuant to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to which the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as issuable with respect to the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an established over-the-counter market (the “Alternate Consideration he receives upon any exercise of Consideration”), this Warrant following such shall expire immediately prior to the closing of the Fundamental Transaction. At The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder a New Warrant substantially in the form shall be entitled to receive upon proper exercise of this Warrant and consistent with prior to such closing. In the foregoing provisions and evidencing event of a Fundamental Transaction in which the Holder's right to purchase consideration does not entirely consist of the Alternate Consideration for Consideration, the aggregate Exercise Price upon exercise thereof, Company (or (2the successor entity) shall purchase the this Warrant from the Holder for a purchase priceby paying to the Holder, payable within ten (10) Business Days after the closing of such Fundamental Transaction cash in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), an amount equal to the Black Scholes value Value (as reasonably determined by the Board of Directors of the Company or the Company’s financial advisor in the Fundamental Transaction) of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with determined as of the provisions day immediately following the public announcement of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a applicable Fundamental Transaction.

Fundamental Transactions. IfIf any capital reorganization, at any time while this Warrant is outstandingreclassification of the capital stock of the Company, (1) the Company effects any consolidation or merger or consolidation of the Company with or into another Person, (2) entity in which the Company effects any sale is not the surviving corporation, or sale, transfer or other disposition of all or substantially all of its the Company’s assets in one or a series of related transactions, to another entity shall be effected (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, transaction being hereinafter referred to as a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall thereafter have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, in lieu such shares of any other considerationstock, the same amount and kind of securities, cash securities or property assets as he would have been entitled issuable or payable with respect to receive upon the occurrence or in exchange for a number of such Fundamental Transaction if he had been, immediately prior Warrant Shares equal to such Fundamental Transaction, the holder of the number of Warrant Shares then immediately theretofore issuable upon exercise in full of this Warrant Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the "ALTERNATE CONSIDERATION")Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof. For purposes The Company shall not affect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger, or the entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. Notice of any such exercisereorganization, reclassification, consolidation, merger, sale, transfer or other disposition and of said provisions so proposed to be made, shall be mailed to the determination Holders of the Exercise Price shall be appropriately adjusted to apply Warrants not less than 20 days prior to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestevent. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (Section 6 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to other dispositions, each of which transactions shall also constitute a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of The Company shall not effect any such exerciseFundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the determination of Company, surviving entity or the Exercise Price corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person shall be appropriately adjusted assume the obligation to apply deliver to the Holder, such Alternate Consideration based on as, in accordance with the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transactionforegoing provisions, the Holder may be entitled to receive, and the Company or its successor or other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions of a type analogous to a Fundamental Transaction. Notwithstanding the surviving entity following such Fundamental Transaction shall apportion foregoing, in the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value event of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then at the request of the Holder shall be given delivered at any time commencing on the same choice as earliest to occur of (x) the Alternate Consideration he receives upon public disclosure of any exercise of this Warrant following such Fundamental Transaction. At , (y) the Holder's option consummation of any Fundamental Transaction and request, (z) the Holder first becoming aware of any successor to Fundamental Transaction through the Company or surviving entity in date that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction shallby the Company pursuant to a Current Report on Form 8-K filed with the SEC, either the Company (1) issue or the successor entity to the Holder a New Warrant substantially in the form of Company) shall purchase this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase priceby paying to the Holder, payable in cash within seven days five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black Scholes value Value of the remaining unexercised portion of this Warrant on the date of such requestFundamental Transaction. The terms of any agreement Any Holder that receives cash pursuant to which a the immediately preceding sentence shall not receive any Alternate Consideration. For purposes hereof, “Black Scholes Value” means the value of the Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg Financial Markets (“Bloomberg”) determined as of the day immediately following the public announcement of the applicable Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and reflecting (i) a risk-free interest rate corresponding to comply with the provisions U.S. Treasury rate for a period equal to the remaining term of this paragraph Warrant as of such date of request, (cii) an expected volatility equal to the greater of (A) one hundred percent (100%), (B) the thirty (30) day volatility obtained from the HVT function on Bloomberg determined as of the Trading Day immediately following the announcement of the Fundamental Transaction or (C) the arithmetic average of the 10, 30 and ensuring that 50 day volatility obtained from the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a HVT function on Bloomberg determined as of the Trading Day immediately following the announcement of the Fundamental Transaction, (iii) an underlying price per share equal to the Closing Sale Price (as defined below) of the Company’s shares on its Principal Trading Market immediately prior to the closing of the Fundamental Transaction and (iv) a zero cost of borrow.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personindividual or entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 5 above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, in lieu the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any other consideration, additional consideration (the same amount and kind of securities, cash “Alternate Consideration”) receivable upon or property as he would have been entitled to receive upon the occurrence a result of such Fundamental Transaction if he had beenreorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION")event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 7 and ensuring insuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfThe Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing, pursuant to written agreements in form and substance satisfactory to the Holder, all of the obligations of the Company under this Warrant and all other Transaction Documents in accordance with the provisions of this Section 4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, but which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock issuable upon exercise of this Warrant (without regard to any restriction or limitation on exercise) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of appropriately reflecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction, in each case, as mutually determined by the Company and the Holder, each acting reasonably and in good faith; provided, however, in the event of any dispute between the Company or the Successor Entity, on the one hand, and the Holder, on the other hand, regarding such valuation, exercise price, and share adjustment determinations, such dispute shall be resolved in accordance with Section 12). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall instead refer to the Successor Entity), and the Successor Entity may exercise every prior right and power of the Company and shall assume all prior obligations of the Company under this Warrant with the same effect as if the Successor Entity had been named as the Company in this Warrant. On or prior to the consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time while after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant is outstandingprior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (1including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any restriction or limitation on exercise), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting the provisions of Section 1(f) hereof, the Company effects Holder may elect, at its sole discretion, by delivery of a written notice to the Company, to permit a Fundamental Transaction without the required assumption of this Warrant. In addition to and not in substitution for any merger or consolidation other rights hereunder, prior to the consummation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed Fundamental Transaction pursuant to which holders of Common Stock are permitted entitled to tender or exchange their shares for other receive securities, cash cash, assets or propertyother property with respect to or in exchange for Common Stock (a “Corporate Event”), or (4) the Company effects shall make appropriate provision to ensure that, and any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securitiesapplicable Successor Entity shall ensure that, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall will thereafter have the right thereafter to receive, receive upon exercise of this WarrantWarrant at any time after the consummation of the Corporate Event, shares of Common Stock or capital stock of the Successor Entity or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) (except such items still issuable under Sections 3 and 4(a), which shall continue to be receivable thereafter) issuable upon exercise of this Warrant prior to such Corporate Event, such shares of stock, securities, cash, assets or any other consideration, property whatsoever (including warrants or other purchase or subscription rights) which the same amount and kind of securities, cash or property as he Holder would have been entitled to receive upon the occurrence consummation of such Fundamental Transaction if he Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had been, this Warrant been exercised immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any restriction or limitation on exercise). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate Events. Notwithstanding anything to the contrary stated herein, to the extent a Fundamental Transaction constitutes a Successor Major Transaction, (i) the holder Company shall provide written notice thereof to the Holder at least thirty (30) days prior to the consummation of such Successor Major Transaction, and (ii) within ten (10) days after receipt of such notice, the number of Warrant Shares then issuable upon exercise in full Holder may elect to receive the Successor Major Transaction Consideration by delivering written notice thereof (a “Major Transaction Early Termination Notice”) to the Company, which Major Transaction Early Termination Notice shall indicate the portion of this Warrant (with reference to the "ALTERNATE CONSIDERATION")number of shares of Common Stock issuable upon a Cash Exercise of such portion, if less than the full Warrant) that Holder is electing to receive the Successor Major Transaction Consideration with respect to. For purposes Following the receipt of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable a Major Transaction Early Termination Notice in respect of one share of Common Stock in such Fundamental Transactiona Successor Major Transaction from Holder, and the Company or its successor or shall not effect a Successor Major Transaction with respect to which the surviving entity following Holder has elected the Successor Major Transaction Consideration unless it shall first obtain the written agreement of the Successor Entity, naming the Holder as an express third party beneficiary, that payment of the Successor Major Transaction Consideration concurrently with the consummation of such Fundamental Successor Major Transaction shall apportion the Exercise Price among the Alternate Consideration in be a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as condition precedent to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Successor Major Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction (at the time of such Fundamental Transaction). At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, If any successor to the Company or surviving entity in such Fundamental Transaction shallshall fail to issue, either (1) issue not later than the earlier of 15 days after consummation of such Fundamental Transaction or three days after written request therefor by the Holder, to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, then the Holder shall have the right to require such successor or (2) surviving entity to purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction)request, equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder Investor shall have the right thereafter to: (x) declare an Event of Default pursuant to clause (iii) thereunder, or (y) upon any subsequent conversion of this Note, receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATION")“Alternate Consideration”) or (z) require the surviving entity to issue to the Investor an instrument identical to this Note (with an appropriate adjustment to the conversion price) such that the Investor may receive shares of the surviving company’s common stock. For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder Investor a New Warrant substantially in the form of this Warrant and new debenture consistent with the foregoing provisions and evidencing the Holder's Investor’s right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to owning more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or affiliated with the Persons making the tender or exchange offer) tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfAs used herein, “Fundamental Transaction” means at any time while this Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Personperson or entity, in which the shareholders of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding stock of the successor entity, or its parent if applicable, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification or recombination or similar action of or with respect to the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, property. In the event of a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he would have been entitled to receive upon the occurrence of such Fundamental Transaction if he had been, immediately prior pursuant to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to which the securities, cash or property issuable with respect to be received in the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an established over-the-counter market (the “Alternate Consideration”), this Warrant shall expire immediately prior to the closing or effective time of the Fundamental Transaction, then Transaction and the Holder of this Warrant shall be given receive the same choice as to amount by which the Alternate Consideration he receives upon per share of Common Stock exceeds the Exercise Price per share (the “Warrant Buyout Payment”). The Company shall not effect any exercise of this Warrant following such Fundamental Transaction. At Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, the Warrant Buyout Payment in such accordance with the foregoing provisions. If the value of the Alternate Consideration shall be less than the Exercise Price, the Warrants shall terminate on the closing date or the effective time of the Fundamental Transaction shall, either (1) issue and no payment shall be due to the Holder a New Warrant substantially in the form respect of this Warrant and consistent with Warrant. In the foregoing provisions and evidencing event of a Fundamental Transaction in which the Holder's right to purchase consideration does not entirely consist of the Alternate Consideration for Consideration, the aggregate Exercise Price upon exercise thereof, Company (or (2the successor entity) shall purchase the this Warrant from the Holder for a purchase priceby paying to the Holder, payable within ten (10) Business Days after the closing of such Fundamental Transaction cash in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), an amount equal to the Black Scholes value Value of the remaining unexercised portion of this Warrant on the date of such requestFundamental Transaction determined as of the day immediately following the public announcement of the applicable Fundamental Transaction. The terms For purposes hereof, the term “Black Scholes Value” means value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) if applicable, the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any agreement pursuant to which a non-cash consideration, if any, being offered in such Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and (D) a remaining option time equal to comply with the provisions time between the date of this paragraph (c) the public announcement of the applicable Fundamental Transaction and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionExpiration Time.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. In the event of a Fundamental Transaction where either (i) the surviving entity in such Fundamental Transaction does not have a class of equity security registered pursuant to Section 12 of the Exchange Act, or (ii) such equity security does not trade on an Eligible Market, then, at the request of the Holder, the Company shall repurchase this Warrant for an amount equal to the value of this Warrant calculated pursuant to the Black-Scholes pricing model.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 4 above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if he had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Warrant Shares then issuable upon exercise in full shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the "ALTERNATE CONSIDERATION"purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to exercise such warrant into Alternate Consideration. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, then the Company or any successor entity shall at the Holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation of the Fundamental Transaction, purchase this Warrant from the Alternate Consideration Holder by paying to the Holder an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the Volume-Weighted Average Price of the Common Stock for the aggregate Exercise Price upon exercise thereofTrading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the lesser of (1) the thirty (30) day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the end of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request70%. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 6 and ensuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfIf the Corporation, at any time while this Warrant is outstandingafter the Issue Date but prior to the Expiration Time (or, (1) if earlier, the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets exercise in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise full of this Warrant), in lieu effects any Fundamental Transaction, then upon consummation of any other considerationsuch Fundamental Transaction, this Warrant shall automatically become exercisable for the same kind and amount and kind of securities, cash or property as he other assets which each Holder of this Warrant would have been entitled owned immediately after such Fundamental Transaction if such Holder had exercised in full this Warrant immediately before the effective date of such Fundamental Transaction, assuming that such Holder failed to receive exercise its rights of election, if any, as to the kind or amount of securities, cash or other assets receivable upon the occurrence consummation of such Fundamental Transaction. With respect to any Fundamental Transaction that the Corporation has not publicly announced at least 15 days prior to the consummation of such Fundamental Transaction, (a) the Corporation will deliver to the Holders written notice of such Fundamental Transaction if he had been, immediately at least 15 days prior to the consummation of such Fundamental Transaction (which written notice will be treated as confidential by the Holders), and (b) each Holder agrees not to exercise this Warrant (or any portion thereof) during the two Business Days immediately preceding the consummation of such Fundamental Transaction. Concurrently with the consummation of any Fundamental Transaction, the holder Person formed by or surviving the Fundamental Transaction (if other than the Corporation), or if such Fundamental Transaction is a transfer of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exerciselease, the determination of the Exercise Price Person to which such transfer or lease shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transactionhave been made, shall, and the Company or its successor or Corporation shall direct such Person to, enter into a supplemental agreement so providing and further providing for adjustments that shall be as nearly equivalent as may be practical to the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration adjustments provided for in a reasonable manner reflecting the relative value of any different components of the Alternate Considerationthis Article 4. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous ‎Section 4.03 applies to a Fundamental Transactiontransaction, Section 4.01 shall not apply.

Fundamental Transactions. If, at any time while this Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Personperson or entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personperson or entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction, subject to limitation based upon full prior utilization of any maximum amount applicable to any components(s) of the Alternate Consideration. At the Holder's option and request, any Any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions provided that the covenant set forth in Section 8 relating to the reservation of Common Stock shall be replaced with a covenant to the effect that sufficient Alternate Consideration shall be reserved for issuance upon exercise of the Warrant and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another PersonPerson in which the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the tenth (10th) day after the consummation of such Change of Control, the Company (or (2any such successor or surviving entity) will purchase the this Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At In addition, at the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfUpon the occurrence of any Fundamental Transaction in which the Company is neither the Successor Entity nor the Parent Entity of the Successor Entity, at any time while the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant is outstandingreferring to the “Company” shall refer instead to the Successor Entity), (1) the Company effects any merger or consolidation and may exercise every right and power of the Company with or into another Person, (2) and shall assume all of the obligations of the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by under this Warrant with the same effect as if such Successor Entity had been named as the Company or another Person) is completed herein. Upon consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are permitted entitled to tender or exchange their receive shares for other of stock, securities, cash or propertycash, or (4) the Company effects any reclassification of the Common Stock assets or any compulsory share other property with respect to or in exchange pursuant for shares of Class B Common Stock, the Successor Entity shall deliver to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder confirmation that there shall have the right thereafter to receive, be issued upon exercise of this WarrantWarrant at any time after the consummation of such Fundamental Transaction, in lieu of, or in addition to, the shares of the Class B Common Stock (or other share of stock, securities, cash, assets or other property purchasable upon the exercise of the Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other considerationproperty whatsoever (including warrants or other purchase or subscription rights), if any, that the same amount and kind of securities, cash or property as he Holder would have been entitled to receive upon the occurrence happening of such Fundamental Transaction if he had been, this Warrant been exercised immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise as adjusted in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply accordance with the provisions of this paragraph (c) Warrant. In addition to and ensuring not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are entitled to receive shares of stock, securities, cash, assets or any other property with respect to or in exchange for shares of Class B Common Stock, the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon exercise of this Warrant within thirty (30) days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of, or in addition to, the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such replacement security) will be similarly adjusted upon any subsequent transaction analogous Fundamental Transaction had the Warrant been exercised immediately prior to a such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of The Company shall not effect any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder a New Warrant substantially Holder, such Alternate Consideration as, in the form of this Warrant and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Warrant from the Holder for a purchase pricemay be entitled to receive, payable in cash within seven days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Warrant on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.)

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, where the holders of outstanding shares of Common Stock prior to such merger or consolidation do not own over 50% of the outstanding shares of Common Stock of the surviving corporation or other entity immediately after such merger or consolidation, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(b) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfSubject to the provisions of this paragraph, if, at any time while this Warrant Debenture is outstanding, (1i) the Company Borrower effects any merger or consolidation of the Company Borrower with or into another Person, (2ii) the Company Borrower effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which all of the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 12(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction Borrower shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Debenture following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company Borrower or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new debenture consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or (2any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of The Company shall not effect any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in such accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction shall, either that is (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, an all cash transaction or (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase the this Warrant from the Holder for a purchase price, payable in by paying to the Holder an amount of cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value Value of the remaining unexercised portion of this Warrant on the date of the consummation of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.. “Black

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such request.

Fundamental Transactions. If, at any time while this ------------------------ Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such -------- calculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Certificate is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, ; (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, ; (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, ; or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash cash, or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationWarrant Certificate, the same amount and kind of securities, cash cash, or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant Certificate (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant Certificate will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash cash, or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Certificate following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If(i) Subject to applicable law and the last sentence of this Section 7(g)(i), at upon the occurrence of any time while this Warrant is outstandingFundamental Transaction (the date of such occurrence, (1) the Company effects a “Fundamental Transaction Date”), then, upon any merger or consolidation subsequent conversion of the Company with or into another PersonPreferred Stock, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise for each share of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he Common Stock that would have been entitled issuable upon such conversion immediately prior to receive upon the occurrence of such Fundamental Transaction, (i) the number of shares of Common Stock of the Corporation (if it is the surviving entity), or (ii) common stock of the successor or acquiring corporation (if it is the surviving entity), as well as any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction if he had beenby a holder of the number of shares of Common Stock (including, for avoidance of doubt, the number of shares of Common Stock in respect of any Accrued Dividends to the extent unpaid as of the Fundamental Transaction Date, calculated as the quotient of (A) such Accrued Dividends divided by (B) the Conversion Price in effect immediately prior to such Fundamental Transaction, the holder of “Accrued Dividend Fundamental Transaction Shares”) for which the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION")Preferred Stock is convertible immediately prior to such Fundamental Transaction. For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If if holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he securities, cash or property it receives upon any exercise conversion of this Warrant the Preferred Stock following such Fundamental Transaction. At Notwithstanding the Holder's option foregoing and requestfor the avoidance of doubt, for any transaction that constitutes a Fundamental Transaction under clauses (iii) or (v) of the definition of Fundamental Transaction where the Corporation is the surviving entity, upon any conversion of the Preferred Stock subsequent to such Fundamental Transaction, the Holder shall be entitled to receive only (y) the number of shares of Common Stock of the Corporation for which the Preferred Stock is convertible immediately prior to such Fundamental Transaction, plus (z) the Accrued Dividend Fundamental Transaction Shares. (ii) if the Corporation is not the surviving company in any Fundamental Transaction or will be dissolved in connection with a Fundamental Transaction, the Corporation shall cause, as a condition to the closing of such transaction, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction in which the Corporation is effected shall include terms requiring any such successor or surviving entity not the survivor (the “Successor Entity”) to comply assume in writing all of the obligations of the Corporation under this Certificate of Designations in accordance with the provisions of this paragraph Section 7(g) prior to the consummation of such Fundamental Transaction and shall deliver to the Holders in exchange for the Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (cor its parent entity) and ensuring that any Alternate Consideration equivalent to the Warrant shares of Common Stock (or including any Accrued Dividend Fundamental Transaction Shares) receivable upon conversion of the Preferred Stock (without regard to any limitations on the conversion of the Preferred Stock) prior to the consummation of such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares of capital stock and any Alternate Consideration (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock and any Alternate Consideration, such conversion price being for the purpose of protecting the economic value of the Preferred Stock immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction, to the extent necessary to effectuate the foregoing provisions, the Successor Entity shall file a new Certificate of Designations with the same terms and conditions or, if applicable, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designations with the same effect as if such Successor Entity had been named as the Corporation herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or (2any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and omitting subsection 9(d) below and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2ii) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of a majority of the outstanding shares of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the all outstanding Common Stock or any compulsory share exchange pursuant to which the all outstanding Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon any subsequent exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of The Company shall not effect any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder a New Warrant substantially Holder, such Alternate Consideration as, in the form of this Warrant and consistent accordance with the foregoing provisions provisions, the Holder may be entitled to purchase, and evidencing the other obligations under this Warrant. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any successor entity shall pay in exchange for this Warrant at the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof’s option, exercisable at any time concurrently with or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven 30 days after such request (or, if later, on the effective date consummation of the Fundamental Transaction), an amount of cash equal to the Black Scholes value of the remaining unexercised portion of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of such requestconsummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 60 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction analogous to a Fundamental TransactionTransactions.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation If a Fundamental Transaction occurs as a result of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively would be converted into into, or exchanged for for, stock, other securities, other property or assets (including cash or property any combination thereof) (in any such caseFundamental Transaction, a "FUNDAMENTAL TRANSACTION")“Share Exchange Event”; any such stock, then other securities or other property or assets, “Reference Property”; and the Holder shall have the right thereafter amount of Reference Property that a holder of one share of Common Stock immediately prior to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he such Share Exchange Event would have been entitled to receive upon the occurrence of such Fundamental Transaction if he had beenShare Exchange Event, immediately prior to a “Reference Property Unit”), then from and after the effective time of such Fundamental TransactionShare Exchange Event, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (Warrant, for each share of Common Stock that the "ALTERNATE CONSIDERATION"). For purposes of any Company would otherwise be obligated to deliver with respect to such exercise, the determination Company will instead deliver a Reference Property Unit. If such Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be (a) the weighted average of the Exercise Price types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (b) if no holders of the Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of the Common Stock, and (ii) a Reference Property Unit shall be appropriately adjusted refer to apply the consideration referred to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of clause (i) attributable to one share of Common Stock Stock. The Company shall not enter into or be party to such a Share Exchange Event unless the Successor Entity assumes in such Fundamental Transaction, and writing all of the obligations of the Company or its successor or under this Warrant in accordance with the surviving entity following such Fundamental Transaction shall apportion provisions of this Section 3.1.(a), including agreements to deliver to the Exercise Price among the Alternate Consideration Holder in exchange for this Warrant a reasonable manner reflecting the relative value of any different components security of the Alternate Consideration. If holders Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of Common Stock are given any choice as Reference Property Units equivalent to the securitiesnumber (a) to permit the Share Exchange Event without the assumption of this Warrant by the Successor Entity. In addition, cash or property to be received in the event of a Fundamental Transaction, then at the request of the Holder shall be given delivered at any time commencing on the same choice as earliest to occur of (x) the Alternate Consideration he receives upon public disclosure of any exercise of this Warrant following such Fundamental Transaction. At , (y) the Holder's option consummation of any Fundamental Transaction and request, (z) the Holder first becoming aware of any successor to Fundamental Transaction through the Company or surviving entity in thirtieth (30th) day after the later of (x) the date of such Fundamental Transaction shall, either and (1y) issue the date of the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to the Holder a New Warrant substantially in the form of this Warrant and consistent Current Report on Form 8-K filed with the foregoing provisions and evidencing SEC, the Holder's right to Company (or the Successor Entity) shall purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the this Warrant from the Holder for a purchase priceby paying to the Holder, payable in cash within seven days five (5) Business Days after such request (orrequest, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black Scholes value Value of the remaining unexercised portion of this Warrant outstanding on the date of the consummation of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1A) the Company effects any merger or consolidation of the Company with or into another Person, (2B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, upon any subsequent exercise of this Warrant prior to the expiration of this Warrant, the Holder shall have the right thereafter to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, in lieu the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any other consideration, additional consideration (the same amount and kind of securities, cash “Alternate Consideration”) receivable upon or property as he would have been entitled to receive upon the occurrence a result of such Fundamental Transaction if he had beenreorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transactionevent or (b) if the Company is acquired in an all cash transaction, cash equal to the holder product of (x) the aggregate number of Warrant Shares then issuable to the Holder upon the exercise in full of this Warrant in full, times (y) the "ALTERNATE CONSIDERATION")amount of cash per share of Common Stock payable to the holders of Common Stock in connection with such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. At least 5 days prior to the consummation of any Fundamental Transaction, the Company shall deliver written notice to the Holder of such Fundamental Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction; provided, that, the Holder shall make such choice prior to the closing of such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 3(e) and ensuring insuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationAdditional Investment Right, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Additional Investment Right Shares then issuable upon exercise in full of this Warrant Additional Investment Right (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any Any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. (a) If, at any time while this Warrant is outstanding, there occurs any Fundamental Transaction (1) the Company effects any merger or consolidation of the Company with or into another Personincluding, (2) the Company effects any sale of all or substantially all of its assets in without limitation, one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted entitled to tender receive securities or other assets with respect to or in exchange their for shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"Stock), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any the shares of the Common Stock (or other considerationsecurities, cash assets or other property purchasable upon the exercise of the Warrant prior to such Fundamental Transaction), the same amount and kind of shares of stock, securities, cash cash, assets or any other property as he whatsoever (including warrants or other purchase or subscription rights) that the Holder would have been entitled to receive upon the occurrence consummation of such Fundamental Transaction if he had been, this Warrant been exercised immediately prior to the record date for such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. Upon the occurrence of any Fundamental Transaction, the Successor Entity, if any, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the holder provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. The provisions of this Section 3 shall apply similarly and equally to successive Fundamental Transactions and any adjustment under this Section 3 shall be without duplication for any adjustment or distribution made under Section 2. (b) In the event that the Company at any time grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”) the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Warrant Shares then issuable shares of Common Stock acquirable upon complete exercise in full of this Warrant (without regard to any limitations on the "ALTERNATE CONSIDERATION"exercise of this Warrant). For purposes , immediately before the record date for the grant, issuance or sale of any such exercisePurchase Rights, or, if no such record date is established, the determination date as of which the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount record holders of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration determined for the aggregate Exercise Price upon exercise thereofgrant, issuance or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date sale of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionPurchase Rights.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction closed before the third anniversary of the date hereof constitutes or results in a Change of Control, then at the request of the Holder delivered before the 45th day after the closing of such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request, equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer approved by the Company’s Board of Directors (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, or (b) an acquisition primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market, then the Company (or any such successor or surviving entity) will redeem this Warrant from the Holder for a purchase price, payable in cash on the closing date of such “going private” transaction, equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the closing date of such “going private” transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2ii) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Personcompany, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Personcompany or person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares Common Stock then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this paragraph (cSection 4(e) and ensuring shall insure that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfThe Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements , if so requested by the Holder, to deliver to each holder of the SPA Warrants in exchange for such SPA Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the occurrence or consummation of such Fundamental Transaction), and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Any security issuable or potentially issuable to the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any restriction or limitation or the requirement to be subject to any holding period pursuant to any applicable securities laws. Upon the occurrence or consummation of any Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be added to the term “Company” under this Warrant (so that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the quotient of (i) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term “Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) divided by (ii) the per share Closing Sale Price of such corresponding capital stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction), and such security shall be satisfactory to the Holder, and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time while after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant is outstandingprior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (1) including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Company effects Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any merger limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consolidation consummation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed Fundamental Transaction pursuant to which holders of shares of Common Stock are permitted entitled to tender receive securities, cash, assets or other property with respect to or in exchange their for shares for of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor Capital Stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under Sections 3 and 4(a), or (4) the Company effects any reclassification of which shall continue to be receivable on the Common Stock or on the such shares of stock, securities, cash, assets or any compulsory share other property otherwise receivable with respect to or in exchange pursuant to for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he would have been entitled to receive upon the occurrence or consummation of such Fundamental Transaction if he Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had been, this Warrant been exercised immediately prior to such Fundamental TransactionCorporate Event or the record, eligibility or other determination date for the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock event resulting in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of Corporate Event (without regard to any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any limitations on exercise of this Warrant following such Fundamental TransactionWarrant). At Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 4(b) shall apply similarly and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous equally to a successive Fundamental TransactionTransactions and Corporate Events.

Fundamental Transactions. If, at any time while this Warrant Debenture is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed which results in a Change of Control and pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 11(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder Investor shall have the right thereafter to to: (x) receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the number “Alternate Consideration”), or (y) receive in cash an amount equal to 100% of Warrant Shares then issuable upon exercise in full the outstanding principal amount of this Warrant (Debenture, plus all accrued but unpaid interest thereon and other amounts owing to the "ALTERNATE CONSIDERATION")Investor under the Transaction Documents. For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction).

Fundamental Transactions. If, at any time while this Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Personperson and the Company is not the surviving party, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personperson) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash cash, or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash cash, or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 3(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”; provided, however, that in no event shall the sale of all or substantially all of the assets related to the Company’s test and instrumentation business be deemed to be a Fundamental Transaction), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash cash, or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders In the event of a Fundamental Transaction, the Company shall or shall cause the successor or purchasing person, as the case may be, to execute with the Holder a written agreement providing that: (i) this Warrant shall thereafter entitle the Holder to exercise this Warrant for the Alternate Consideration in accordance with this Section 3(b), (ii) in the case of any such successor or purchasing person, upon such consolidation, merger, statutory exchange, combination, sale, or conveyance such successor or purchasing person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Warrant, and (iii) if registration or qualification is required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or applicable state law for the public resale by the Holder of shares of stock and other securities so issuable upon exercise of this Warrant, all rights applicable to registration of the Common Stock are given any choice as issuable upon exercise of this Warrant shall apply to the Alternate Consideration. If, in the case of any Fundamental Transaction, the Alternate Consideration includes shares of stock, other securities, cash other property, or property to be received assets of a person other than the Company or any such successor or purchasing person, as the case may be, in a such Fundamental Transaction, then the Company shall cause such written agreement to also be executed by such other person and to contain such additional provisions to protect the interests of the Holder as the Board of Directors of the Company shall be given reasonably consider necessary by reason of the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transactionforegoing. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The Company shall cause the terms of any agreement pursuant to which a Fundamental Transaction is effected shall to include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, either (A) to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Additional Investment Right Shares immediately theretofore issuable upon exercise of this Warrantthe Additional Investment Right, in lieu such shares of any other considerationstock, the same amount and kind of securities, cash securities or property assets (including cash) as he would have been entitled issuable or payable with respect to receive or in exchange for a number of Additional Investment Right Shares equal to the number of Additional Investment Right Shares immediately theretofore issuable upon exercise of the occurrence of Additional Investment Right, had such Fundamental Transaction if he had beennot taken place, immediately prior and in any such case appropriate provision shall be made with respect to such Fundamental Transactionthe rights and interests of each Holder to the end that the provisions hereof shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the holder of exercise thereof or (B) require the number of Warrant Shares then issuable upon exercise in full repurchase of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder Additional Investment Right for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction)request, equal to the Black Scholes value of the remaining unexercised portion of this Warrant Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and Holder to comply with the provisions of this paragraph Section. In connection with any Fundamental Transaction the Company shall have the right to require Holder to sell this Additional Investment Right on the terms provided in clause (cB) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionhereof.

Fundamental Transactions. If, If at any time while this Warrant Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, ; (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, ; (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, ; or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise any conversion of this WarrantNote, in lieu for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of any other considerationsuch Fundamental Transaction, the same amount and kind of securities, cash or and property as he the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if he the Holder had been, been the record holder of one Conversion Share immediately prior to such Fundamental Transaction, the holder Transaction (without regard to any limitations or restrictions on conversion or acquisition of the number of Warrant Conversion Shares and whether or not this Note was then issuable upon exercise in full of this Warrant convertible) (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, and the determination of the Exercise Conversion Price shall be appropriately and equitably adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and Transaction relative to the then Conversion Price. The Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Note following such Fundamental Transaction. In case of any such Fundamental Transaction, any successor to the Company, acquirer or surviving entity (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant, obligation, liability and condition under this Note to be performed and observed by the Company, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of the number and kind of Conversion Shares for which this Note is convertible, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section. Such assumption shall be pursuant to a written agreement in form and substance reasonably satisfactory to the Holder. At the Holder's option and ’s request, any successor to the Company Company, acquirer or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new Note from such entity substantially similar in the form of and substance to this Warrant Note and consistent with the foregoing provisions and evidencing the Holder's right provisions, which new Note shall be reasonably satisfactory to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase priceand include, payable in cash within seven days after such request without limitation, (orA) the outstanding Principal and Interest owed to the Holder under this Note, if later, on the effective date of the Fundamental Transaction), (B) an interest rate equal to the Black Scholes value of Interest Rate, (C) similar ranking to this Note, and (D) the remaining unexercised portion of this Warrant on Holder’s right to convert the date of such requestnew Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor successor, acquirer or surviving entity to comply with the provisions of this paragraph (c) Section and ensuring that the Warrant this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary contained herein, if a Fundamental Transaction (X) is an all cash transaction, (Y) constitutes or results in a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act (going private transaction), or (Z) otherwise results in the successor, surviving or acquiring entity not being traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, then upon the written request of the Holder, delivered before the sixtieth (60th) day after such Fundamental Transaction, the Company (or any such successor, acquirer or surviving entity) shall redeem this Note from the Holder for a redemption price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of such Fundamental Transaction), equal to the value of this Note as determined using the Black-Scholes Option Pricing Model via Bloomberg. The provisions of this Section shall similarly apply to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another PersonPerson in which the Company is not the survivor, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following or concurrent with such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfThe Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing, pursuant to written agreements in form and substance satisfactory to the Holder, all of the obligations of the Company under this Warrant and all other Transaction Documents in accordance with the provisions of this Section 4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, but which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock issuable upon exercise of this Warrant (without regard to any restriction or limitation on exercise) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of appropriately reflecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction, in each case, as mutually determined by the Company and the Holder, each acting reasonably and in good faith; provided, however, in the event of any dispute between the Company or the Successor Entity, on the one hand, and the Holder, on the other hand, regarding such valuation, exercise price, and share adjustment determinations, such dispute shall be resolved in accordance with Section 12). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall instead refer to the Successor Entity), and the Successor Entity may exercise every prior right and power of the Company and shall assume all prior obligations of the Company under this Warrant with the same effect as if the Successor Entity had been named as the Company in this Warrant. On or prior to the consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time while after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant is outstandingprior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (1including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any restriction or limitation on exercise), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting the provisions of Section 1(f) hereof, the Company effects Holder may elect, at its sole discretion, by delivery of a written notice to the Company, to permit a Fundamental Transaction without the required assumption of this Warrant. In addition to and not in substitution for any merger or consolidation other rights hereunder, prior to the consummation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed Fundamental Transaction pursuant to which holders of Common Stock are permitted entitled to tender or exchange their shares for other receive securities, cash cash, assets or propertyother property with respect to or in exchange for Common Stock (a “Corporate Event”), or (4) the Company effects shall make appropriate provision to ensure that, and any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securitiesapplicable Successor Entity shall ensure that, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall will thereafter have the right thereafter to receive, receive upon exercise of this WarrantWarrant at any time after the consummation of the Corporate Event, shares of Common Stock or capital stock of the Successor Entity or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) (except such items still issuable under Sections 3 and 4(a), which shall continue to be receivable thereafter) issuable upon exercise of this Warrant prior to such Corporate Event, such shares of stock, securities, cash, assets or any other consideration, property whatsoever (including warrants or other purchase or subscription rights) which the same amount and kind of securities, cash or property as he Holder would have been entitled to receive upon the occurrence consummation of such Fundamental Transaction if he Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had been, this Warrant been exercised immediately prior to such Fundamental TransactionCorporate Event or the record, eligibility or other determination date for the holder of the number of Warrant Shares then issuable upon exercise event resulting in full of this Warrant such Corporate Event (the "ALTERNATE CONSIDERATION"without regard to any restriction or limitation on exercise). For purposes of any such exercise, Provision made pursuant to the determination of the Exercise Price preceding sentence shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as form and substance reasonably satisfactory to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 4(b) shall apply similarly and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous equally to a Fundamental Transaction.successive Fundamental

Fundamental Transactions. If, at any time while this Warrant ------------------------ Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then upon any subsequent conversion of this Debenture, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Debenture following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new debenture consistent with the foregoing provisions and evidencing the Holder's right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Warrant, in lieu of any other considerationDebenture, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Underlying Shares then issuable upon exercise conversion in full of the outstanding principal amount of this Warrant Debenture (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of the outstanding principal amount of this Warrant Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a New Warrant new debenture substantially in the form of this Warrant Debenture and consistent with the foregoing provisions (omitting Section 5(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Warrant Debenture from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Warrant Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and ensuring insuring that the Warrant Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is any shares of Series A Preferred Stock are outstanding, (1i) the Company Corporation effects any merger of the Corporation into or consolidation of the Company Corporation with or into another Person, (2ii) the Company Corporation effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iii) the Company Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 13(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the upon any subsequent conversion of Series A Preferred Stock, each Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the record holder of the number of Warrant such Underlying Shares then issuable upon exercise in full of this Warrant immediately prior to such record date (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction Corporation shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reasonably acceptable to the holders of a majority of the outstanding shares of Series A Preferred Stock reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the each Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Series A Preferred Stock following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company Corporation or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder Holders a New Warrant substantially in the form new series of this Warrant and preferred stock consistent with the foregoing provisions and evidencing the Holder's Holders’ right to purchase the convert such preferred stock into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 13 and ensuring insuring that the Warrant Series A Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Debenture is outstanding, (1A) the Company effects any merger or consolidation of the Company with or into another Person, (2B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactionstransactions (other than the sale of capital stock or assets of DJS Marketing Group, Inc.), (3C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then upon any subsequent conversion of this Debenture, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Debenture following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new debenture consistent with the foregoing provisions and evidencing the Holder's right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control Transaction, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Debenture from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the 120% of the remaining unconverted principal amount of this Debenture on the date of such request, plus all accrued and unpaid interest thereon, plus all other accrued and unpaid amounts due hereunder.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationAdditional Investment Right, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Additional Investment Right Shares then issuable upon exercise in full of this Warrant Additional Investment Right (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction (x) results in a cash payment to holders of Common Stock or (y) constitutes or results in a Change of Control, and if as a result of such Change of Control the successor to the Company or surviving entity is not an entity whose stock is traded on an Eligible Market, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such request.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(b) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 11(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then in addition to its other rights under the Holder Transaction Documents the Investor shall have the right thereafter to to: (x) receive, upon exercise any subsequent conversion of this WarrantNote, in lieu of any other considerationfor each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATION"“Alternate Consideration”) or (y) require the surviving entity to issue to the Investor and instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder Investor a New Warrant substantially in the form of this Warrant and new debenture consistent with the foregoing provisions and evidencing the Holder's Investor’s right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects (A) any merger of the Company with (but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Holder shall no longer have the right to receive Warrant Shares upon exercise of this Warrant. The Company or its successor or the surviving entity following shall not effect any such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder a New Warrant substantially Holder, such Alternate Consideration as, in the form of this Warrant and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Warrant from the Holder for a purchase pricemay be entitled to receive, payable in cash within seven days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Warrant on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction transactions analogous to of a Fundamental TransactionTransaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At In the event of a Fundamental Transaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that: (A) this Warrant shall thereafter entitle the Holder to purchase the Alternate Consideration in accordance with this section 9(c), (B) in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement, and (C) if registration or qualification is required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or applicable state law for the public resale by the Holder of shares of stock and other securities so issuable upon exercise of this Warrant, all rights applicable to registration of the Common Stock issuable upon exercise of this Warrant shall apply to the Alternate Consideration. If, in the case of any Fundamental Transaction, the Alternate Consideration includes shares of stock, other securities, other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such Fundamental Transaction, then such written agreement shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. Upon the Holder's option and ’s written request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of The Company shall not effect any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in such accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction shall, either that is (1) issue to an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Holder a New Warrant substantially in Securities Exchange Act of 1934, as amended (the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof“Exchange Act”), or (23) purchase a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Warrant from Nasdaq Global Select Market, the Holder for a purchase priceNasdaq Global Market, payable in cash or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within seven 30 days after such request (or, if later, on the effective date consummation of the Fundamental Transaction), an amount of cash equal to the Black Scholes value of the remaining unexercised portion of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of such requestconsummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction transactions analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following or concurrent with such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Exchange Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another PersonPerson in which it is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects (A) any merger of the Company with (but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a)) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Holder shall no longer have the right to receive Warrant Shares upon exercise of this Warrant. The Company or its successor or the surviving entity following shall not effect any such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder a New Warrant substantially Holder, such Alternate Consideration as, in the form of this Warrant and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Warrant from the Holder for a purchase pricemay be entitled to receive, payable in cash within seven days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Warrant on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(c) and ensuring that the Warrant (or shall similarly apply to subsequent transactions of an analogous type to any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Warrant, or any portion hereof, is outstandingoutstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (1ii) the Company effects any a merger or consolidation of the Company with or into another Person, (2) Person in which the Company effects any is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale of all or substantially all of its the Company's assets to another Person in one or a series of related transactions, (3iv) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach of (i)-(v), a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then then, as a part of such Fundamental Transaction, lawful provision shall be made so that the Holder shall have the right thereafter be entitled to receive, receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in lieu of any other considerationeffect, the same amount and kind number of securities, cash shares of stock or other securities or property as he resulting from a Fundamental Transaction that a Holder upon exercise of this Warrant would have been entitled to receive upon the occurrence of in such Fundamental Transaction if he this Warrant had been, been exercised immediately prior to before such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise all subject to further adjustment as provided in full this Section 9. The foregoing provision of this Warrant (Section 9(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the "ALTERNATE CONSIDERATION"). For purposes stock or securities of any such exercise, other corporation that are at the determination time receivable upon the exercise of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Considerationthis Warrant. If holders of Common Stock are given any choice as to the securities, cash or property security to be received in a Fundamental Transaction, then the Holder shall be given the same choice as choice. If the per share consideration payable to the Alternate Consideration he receives Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. If the per share consideration payable to the Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction (including provisions for adjustment to the Exercise Price), to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(b) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfIf there shall occur any reorganization, at any time while this Warrant is outstandingrecapitalization, (1) reclassification, consolidation or merger involving the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or other property (in any such caseother than a transaction covered by subsections 9(a) or 9(c)) (collectively, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, following such Fundamental Transaction, the Holder shall have the right thereafter to receive, receive upon exercise of this Warrant, in lieu of any other consideration, hereof the same kind and amount and kind of securities, cash or other property as he which the Holder would have been entitled to receive upon the occurrence of pursuant to such Fundamental Transaction if he such exercise had been, taken place immediately prior to such Fundamental Transaction. In any such case, appropriate adjustment (as determined in good faith by the holder Board of Directors of the number Company) shall be made in the application of Warrant Shares then issuable the provisions set forth herein with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section 9 (including provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Transaction Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Transaction Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Transaction Consideration, if applicable. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Transaction Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New new Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Transaction Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cd) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction; provided, however, that the foregoing sentence shall not apply unless the aggregate Exercise Price of this Warrant at the time of the closing of the Fundamental Transaction is less than the value of the Transaction Consideration payable with respect to this Warrant.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 4 above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if he had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Warrant Shares then issuable upon exercise in full shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the "ALTERNATE CONSIDERATION"purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to exercise such warrant into Alternate Consideration. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, then the Company or any successor entity shall at the Holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation of the Fundamental Transaction, purchase this Warrant from the Alternate Consideration Holder by paying to the Holder an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the Volume-Weighted Average Price of the Common Stock for the aggregate Exercise Price upon exercise thereofTrading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the lesser of (1) the thirty (30) day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the end of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request70%. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 6 and ensuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Personcorporation or other entity, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Personcorporation or other entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (5) the Company takes a record of its holders of Common Stock for the purpose of entitling them to receive any distributions of securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Secured Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Warrant, in lieu of any other considerationSecured Debenture, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Underlying Shares then issuable upon exercise conversion in full of the outstanding principal amount of this Warrant Secured Debenture (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of the outstanding principal amount of this Warrant Secured Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a New Warrant new debenture substantially in the form of this Warrant Secured Debenture and consistent with the foregoing provisions (omitting Section 6(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Warrant Secured Debenture from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Warrant Secured Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and ensuring insuring that the Warrant Secured Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Unsecured Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Warrant, in lieu of any other considerationUnsecured Debenture, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Underlying Shares then issuable upon exercise conversion in full of the outstanding principal amount of this Warrant Unsecured Debenture (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of the outstanding principal amount of this Warrant Unsecured Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a New Warrant new debenture substantially in the form of this Warrant Unsecured Debenture and consistent with the foregoing provisions (omitting Section 5(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Warrant Unsecured Debenture from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Warrant Unsecured Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and ensuring insuring that the Warrant Unsecured Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, If at any time while this Warrant Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise any conversion of this WarrantNote, in lieu for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of any other considerationsuch Fundamental Transaction, the same amount and kind of securities, cash or and property as he the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if he the Holder had been, been the record holder of one Conversion Share immediately prior to such Fundamental Transaction, the holder Transaction (without regard to any limitations or restrictions on conversion or acquisition of the number of Warrant Conversion Shares and whether or not this Note was then issuable upon exercise in full of this Warrant convertible) (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, and the determination of the Exercise Conversion Price shall be appropriately and equitably adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and Transaction relative to the then Conversion Price. The Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Note following such Fundamental Transaction. In case of any such Fundamental Transaction, any successor to the Company, acquirer or surviving entity (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant, obligation, liability and condition under this Note to be performed and observed by the Company, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of the number and kind of Conversion Shares for which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section. Such assumption shall be pursuant to a written agreement in form and substance reasonably satisfactory to the Holder. At the Holder's option and ’s request, any successor to the Company Company, acquirer or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new Note from such entity substantially similar in the form of and substance to this Warrant Note and consistent with the foregoing provisions and evidencing the Holder's right provisions, which new Note shall be reasonably satisfactory to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase priceand include, payable in cash within seven days after such request without limitation, (orA) the outstanding principal and Interest owed to the Holder under this Note, if later, on the effective date of the Fundamental Transaction), (B) an interest rate equal to the Black Scholes value of Interest Rate, (C) similar ranking to this Note, and (D) the remaining unexercised portion of this Warrant on Holder’s right to convert the date of such requestnew Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor successor, acquirer or surviving entity to comply with the provisions of this paragraph (c) Section and ensuring that the Warrant this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary contained herein, if a Fundamental Transaction (X) is an all cash transaction, (Y) constitutes or results in a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act (going private transaction), or (Z) otherwise results in the successor, surviving or acquiring entity not being traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, then upon the written request of the Holder, delivered before the sixtieth (60th) day after such Fundamental Transaction, the Company (or any such successor, acquirer or surviving entity) shall redeem this Note from the Holder for a redemption price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of such Fundamental Transaction), equal to the value of this Note as determined using the Black-Scholes Option Pricing Model via Bloomberg. The provisions of this Section shall similarly apply to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

Fundamental Transactions. (a) If, at any time while this Warrant is outstanding, there occurs any Fundamental Transaction (1) the Company effects any merger or consolidation of the Company with or into another Personincluding, (2) the Company effects any sale of all or substantially all of its assets in without limitation, one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted entitled to tender receive securities or other assets with respect to or in exchange their for shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"Stock), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any the shares of the Common Stock (or other considerationsecurities, cash assets or other property purchasable upon the exercise of the Warrant prior to such Fundamental Transaction), the same amount and kind of shares of stock, securities, cash cash, assets or any other property as he whatsoever (including warrants or other purchase or subscription rights) that the Holder would have been entitled to receive upon the occurrence consummation of such Fundamental Transaction if he had been, this Warrant been exercised immediately prior to the record date for such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. Upon the occurrence of any Fundamental Transaction, the Successor Entity, if any, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the holder provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and any adjustment under this Section 3 shall be without duplication for any adjustment or distribution made under Section 2. (b) In the event that the Company at any time grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”) the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Warrant Shares then issuable shares of Common Stock acquirable upon complete exercise in full of this Warrant (without regard to any limitations on the "ALTERNATE CONSIDERATION"exercise of this Warrant). For purposes , immediately before the record date for the grant, issuance or sale of any such exercisePurchase Rights, or, if no such record date is established, the determination date as of which the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount record holders of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration determined for the aggregate Exercise Price upon exercise thereofgrant, issuance or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date sale of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionPurchase Rights.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationAdditional Investment Right, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Additional Investment Right Shares then issuable upon exercise in full of this Warrant Additional Investment Right (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and Additional Investment Right consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction (or, if earlier, before the Expiration Date), the Company (or any such successor or surviving entity) will purchase the Additional Investment Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Warrant on the date of such request.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such calculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures; and provided, further that if the Holder elects (1) above, the Company shall have three Trading Days following notice of such election to require that the Holder accept an election under clause (2) above. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects (A) any merger of the Company with (but not into) another person, in which stockholders of the Company immediately prior to such transaction own less than a majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company with or into another Personperson, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 8(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon any exercise of this Warrant, in lieu Warrant that occurs after the date of any other considerationthe Fundamental Transaction, the same amount and kind of securities, cash or property as he holders of Common Stock received and as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or Holder shall no longer have the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value right to receive Warrant Shares upon exercise of any different components of the Alternate Considerationthis Warrant. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given have the same choice rights as the holders of Common Stock as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or person shall assume the obligation to deliver to the Holder a New Warrant substantially Holder, such Alternate Consideration as, in the form of this Warrant and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Warrant from the Holder for a purchase pricemay be entitled to receive, payable in cash within seven days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Warrant on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or shall similarly apply to subsequent transactions of an analogous type to any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is remains outstanding, (1i) the Company effects shall, directly or indirectly, in or more related transactions (1) effect any merger or consolidation of the Company with or into another Person, (2) the Company effects effect any sale of all or substantially all of its assets in one or a series of related transactions, (3) complete any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects effect any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property property, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% or more of the aggregate voting power represented by issued and outstanding Voting Stock of the Company (in any such case, case a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) timely purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction)cash, equal to the Black Black-Scholes value Value of the remaining unexercised portion of this Warrant on the effective date of the Fundamental Transaction. Black-Scholes Value shall be determined in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg using (A) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (B) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request. The terms request and (C) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg determined as of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions Trading Day immediately following the public announcement of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a applicable Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstandingafter the Issuance Date, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (3) transactions to any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for Person other securities, cash or propertythan a wholly owned Subsidiary, or (4iii) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to exchange, in each case as a result of which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, for each share of Common Stock that would have been issuable upon exercise of this Warrant, in lieu Warrant immediately prior to the occurrence of any other considerationsuch Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant one (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one 1) share of Common Stock (the “Alternate Consideration”); provided, however, that if the Fundamental Transaction is a transaction wherein all of the holders of all of the securities (including the holders of shares of Common Stock) of the Company receive only cash in exchange for all such securities, then the Holder of this Warrant, upon consummation of such Fundamental Transaction, and shall receive an amount of cash (if any) equal to the Company or its successor or amount which the surviving entity following Holder would have been entitled to receive had this Warrant been exercised in accordance with Section 1(d) hereof immediately prior to such Fundamental Transaction (and, upon receipt by the Holder of any such cash (or, if no such cash is payable, upon the consummation of the Fundamental Transaction), this Warrant shall apportion be deemed canceled). If the Exercise Price among Fundamental Transaction causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Alternate Consideration in a reasonable manner reflecting into which the relative value of any different components Warrants will be exercisable will be deemed to be the weighted average of the Alternate Consideration. If types and amounts of consideration received by the holders of Common Stock are given any choice as that affirmatively make such election. To the extent necessary to effectuate the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestforegoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) Successor Entity shall issue to the Holder a New new Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such Warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 2(d) and ensuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets to another Person in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of more than 50.1% of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above), or (v) there is a Change of Control (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this ------------------------ Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such calculation, the market -------- price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof (each a “Person”, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder Warrant holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Warrant Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Warrant holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger merger, amalgamation, arrangement or consolidation of the Company with or into another Personperson, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Shares is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personperson) is completed pursuant to which all or substantially all of the holders of Common Stock Shares are permitted to tender or exchange their shares for other securities, cash or propertyproperty and would result in the shareholders of the Company immediately prior to such tender offer or exchange offer owning less than a majority of the outstanding shares after such tender offer or exchange offer, or (4iv) the Company effects any reclassification of the Common Stock Shares or any compulsory share exchange pursuant to which the Common Stock is Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of Common Shares covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of The Company shall not effect any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion unless prior to or simultaneously with the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company Company, surviving or surviving resulting entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder a New Warrant substantially Holder, such Alternate Consideration as, in the form of this Warrant and consistent accordance with the foregoing provisions and evidencing provisions, the Holder's right Holder may be entitled to purchase and/or receive (as the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transactioncase may be), equal to and the Black Scholes value of the remaining unexercised portion of other obligations under this Warrant on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and ensuring that the Warrant (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction transactions analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationAdditional Investment Right, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Additional Investment Right Shares then issuable upon exercise in full of this Warrant Additional Investment Right (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.any

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1A) the Company effects any merger or consolidation of the Company with or into another Person, (2B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, property or (4D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then then, upon any subsequent exercise of this Warrant prior to the expiration of this Warrant, the Holder shall have the right thereafter to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (i) upon exercise of this Warrant, in lieu the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any other consideration, additional consideration (the same amount and kind of securities, cash “Alternate Consideration”) receivable upon or property as he would have been entitled to receive upon the occurrence a result of such Fundamental Transaction if he had beenreorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transactionevent or (ii) if the Company is acquired in an all cash transaction, cash equal to the holder product of (x) the aggregate number of Warrant Shares then issuable to the Holder upon the exercise in full of this Warrant in full, times (y) the "ALTERNATE CONSIDERATION")amount of cash per share of Common Stock payable to the holders of Common Stock in connection with such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. At least 5 days prior to the consummation of any Fundamental Transaction, the Company shall deliver written notice to the Holder of such Fundamental Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction; provided, that, the Holder shall make such choice prior to the closing of such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 3(e) and ensuring insuring that the this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this paragraph (c) and ensuring shall insure that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), then upon any subsequent conversion of this Note, the Holder Investor shall have the right thereafter to to: (x) receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATIONAlternate Consideration") or (y) require the surviving entity to issue to the Investor and instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder Investor a New Warrant substantially in the form of this Warrant and new debenture consistent with the foregoing provisions and evidencing the HolderInvestor's right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfIt shall be a condition to the Company’s entry into a Fundamental Transaction that (i) if the Successor Entity is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, at any time while the Successor Entity assumes in writing (or remains bound by) all of the obligations of the Company under the Warrants and this Warrant Agreement, including agreements (if necessary) to deliver to each registered holder of Warrants in exchange for such Warrants a written instrument issued by the Successor Entity substantially similar in form and substance to the Warrants, including, without limitation, an exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrants (without regard to any limitations on the exercise of the Warrants) prior to such Fundamental Transaction and (ii) if the Successor Entity is outstandingnot a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, the Successor Entity assumes in writing (or remains bound by) all of the obligations of the Company under the Warrants and this Warrant Agreement pursuant to written agreements, including (if necessary) agreements to deliver to each holder of Warrants in exchange for such Warrants a written instrument issued by the Successor Entity substantially similar in form and substance to the Warrants exercisable for the consideration that would have been issuable in the Fundamental Transaction in respect of the Warrant Shares had the Warrants been exercised immediately prior to the consummation of the Fundamental Transaction. In the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act or (3) a Fundamental Transaction involving a person or entity not traded on an Eligible Market, other than a merger in connection with a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is not greater than 45% of the Company’s market capitalization as calculated on each of (1) the Company effects any merger or consolidation date of the Company with or into another Person, public announcement of such merger and (2) the Company effects date of the consummation of such merger and (y) such merger does not contemplate any sale change to the identity of all or substantially all the board of its assets in one or a series directors of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which members of the Common Stock is effectively converted into or exchanged for other securitiessenior management of the Company, cash or property (in any such caseincluding, a "FUNDAMENTAL TRANSACTION")without limitation, then the chief executive officer and the chief financial officer of the Company, the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of require the Company or any other consideration, successor entity to pay the same amount and kind of securities, cash or property as he would have been entitled to receive upon Holder the occurrence of such Fundamental Transaction if he had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full Black Scholes Value of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise surrender of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor upon written notice to the Company or surviving such successor entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form given within 30 days of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section shall apply similarly and ensuring that equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the Warrant (exercise of the Warrants. The provisions of this Section 7.4 may not be modified, amended or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactiondeleted without the prior written consent of the Underwriter.

Fundamental Transactions. (i) If, at any time while this Warrant is outstandingafter the Issue Date, the Company, in a single transaction or through a series of related transactions (1A) the Company effects any merger capital reorganization, or consolidation any reclassification of the Capital Stock of the Company (other than a change in par value or from par value to no par value or no par value to par value or as a result of a stock split, reverse stock split, stock dividend, subdivision, split-up, combination of shares or other transaction having similar effect) or consolidates or merges with or into another Person, corporation (2) other than a merger solely to effect a reincorporation of the Company effects any sale in another state) in which, in each case, the Company’s holders of Common Stock immediately prior to such capital reorganization, reclassification, consolidation or merger will hold less than a majority of the Company’s outstanding shares of Common Stock (or the common stock of the resulting corporation) immediately after such capital reorganization, reclassification, consolidation or merger, or (B) sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its the properties and assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company and its subsidiaries, taken as a whole, in their entirety to another person or another Persongroup of affiliated persons (each of the transactions described in clauses (A) is completed pursuant and (B) being a “Fundamental Transaction”), then each Warrant shall be adjusted to which holders be exercisable to purchase, for each share of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he that would have been entitled received upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction (determined as if he had beenthe Exercise Price were paid in cash), immediately prior the securities, property and/or any other consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of one share of Common Stock, assuming that such holder was not a constituent person or an affiliate of a constituent person to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Alternative Consideration based on the amount of Alternate Alternative Consideration issuable receivable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Alternative Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Alternative Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this exercising a Warrant following such Fundamental TransactionTransaction will receive the weighted average of the types and amount of Alternative Consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Fundamental Transaction who affirmatively make such an election. At the Holder's option and request, any Any resulting corporation or successor to the Company or surviving entity in such Fundamental Transaction shallshall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Warrants and (X) if necessary to reflect such succession and substitution, either shall enter into a supplemental warrant agreement, and (1Y) if necessary to otherwise reflect the foregoing provisions of this paragraph (g), shall issue to the Holder a New new Warrant substantially in the form of this Warrant and consistent with the foregoing such provisions and evidencing the Holder's ’s right to exercise such Warrant to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such resulting corporation or successor or surviving entity to the Company to comply with the foregoing provisions of this paragraph (cg) and ensuring providing that the Warrant Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. (ii) If this paragraph (g) applies, it shall supersede the application of paragraphs (a) through (c), inclusive, of this Section 13.

Fundamental Transactions. If, at any time while this Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Series B Preferred Stock is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Series B Preferred Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Series B Preferred Stock or any compulsory share exchange pursuant to which the Common Series B Preferred Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Series B Preferred Stock covered by Section 9(a) above or a conversion of the Series B Preferred Stock covered by Section 9(f)) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Series B Preferred Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Series B Preferred Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in such accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction shalltype. Notwithstanding the foregoing, either in the event of a Fundamental Transaction that, is (1) issue a transaction where the consideration paid to the Holder holders of the Series B Preferred Stock consists of cash, (2) a New Warrant substantially “Rule 13e-3 transaction” as defined in Rule 13e-3 under the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofExchange Act, or (23) a Fundamental Transaction involving a person or entity not traded on the New York Stock Exchange, the NYSE American exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, at the request of the Holder delivered before the ninetieth (90th) day after such Fundamental Transaction, the Company (or the successor entity to the Company) shall purchase the this Warrant from the Holder for a purchase priceby paying to the Holder, payable in cash within seven days five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black Scholes value Value of the remaining unexercised portion of this Warrant on the date of such requestFundamental Transaction. The terms For purposes hereof, “Black Scholes Value” means the value of any agreement pursuant to which a the Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and reflecting (i) a risk-free interest rate corresponding to comply with the provisions U.S. Treasury rate for a period equal to the remaining term of this paragraph Warrant as of such date of request and (cii) an expected volatility equal to the greater of (A) sixty percent (60%) and ensuring that (B) the Warrant one hundred (or any such replacement security100) will be similarly adjusted upon any subsequent transaction analogous day volatility obtained from the HVT function on Bloomberg determined as of the Trading Day immediately prior to a the announcement of the Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other considerationAdditional Investment Right, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Additional Investment Right Shares then issuable upon exercise in full of this Warrant Additional Investment Right (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant Additional Investment Right following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form of this Warrant and new additional investment right consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.subsequent

Fundamental Transactions. If, at any time while this Warrant Series D Preferred Stock is outstanding, (1i) the Company Corporation effects any merger or consolidation of the Company Corporation with or into another Person, (2ii) the Company Corporation effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 15(a) above) (in any such case, a "FUNDAMENTAL TRANSACTION"“Fundamental Transaction”), then the upon any subsequent conversion of Series D Preferred Stock, each Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Warrant, in lieu of any other considerationsuch conversion absent such Fundamental Transaction, the same kind and amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number one share of Warrant Shares then issuable upon exercise in full of this Warrant Common Stock (the "ALTERNATE CONSIDERATION"“Alternate Consideration”). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction Corporation shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the each Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of this Warrant Series D Preferred Stock following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company Corporation or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a New Warrant substantially in the form new series of this Warrant and preferred stock consistent with the foregoing provisions and evidencing the Holder's Holders’ right to purchase the convert such preferred stock into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant Series D Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Warrant, in lieu of any other considerationDebenture, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Underlying Shares then issuable upon exercise conversion in full of the outstanding principal amount of this Warrant Debenture (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise conversion of the outstanding principal amount of this Warrant Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a New Warrant new debenture substantially in the form of this Warrant Debenture and consistent with the foregoing provisions (omitting Section 5(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Warrant Debenture from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Warrant Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and ensuring insuring that the Warrant Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while ------------------------ this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "FUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a New Warrant new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such -------- calculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseevent, a "FUNDAMENTAL TRANSACTIONFundamental Transaction"), ; then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as he it would have been entitled to receive upon the occurrence of such Fundamental Transaction if he it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATIONAlternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration he receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any The successor to the Company or surviving entity in such any Fundamental Transaction shall, either (1) issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with be bound by the provisions of this paragraph (cSection 10(b) and ensuring shall ensure that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.