Common use of Major Transaction Clause in Contracts

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowbelow and (3) in the case of all other Major Transactions and in the case of a Mixed Major Transaction that is not covered by clause 5(c)(i)(2), to the extent of the percentage of the consideration represented by securities of a Successor Entity in the Mixed Major Transaction, the Holder shall have the right to exercise this Warrant as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1), (2) or (23) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) the immediately preceding sentence above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction transfer of (i) all or in a series substantially all of related transactions, of significant the assets of the Company which, without limitation, shall include, but not be limited to, or (ii) assets of the Company for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company’s assets as reflected on its then latest publicly filed balance sheet . For purposes of this clause (including proprietary rightsB), provided, however, that except for a sale “Enterprise Value” shall mean (I) the product of all or substantially all (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for debt as shown on the development or commercial exploitation or, or right to develop or commercially exploit, latest financial statements filed with the technology, intellectual property or products SEC (the “Current Financial Statements”) less (III) the amount of cash and cash equivalents of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted as shown on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Current Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Statements;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require Holder will have the Company right to redeem the exercise Holder’s outstanding Warrants (or applicable portion in accordance with Section 5(c)(iiithe case of a Mixed Major Transaction) below, as a Cash Payment Exercise and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) all other Major Transactions and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless below. Notwithstanding anything herein to the contrary, the Holder waives may waive its rights under this Section 5(c) with respect to any Major Transaction in which event none of the provisions of this Section 5(c) shall apply with respect to such Major Transaction. In the event of a Major Transaction in which all shares of Common Stock are cancelled and converted into the right to receive cash and/or securities of Another Entity (as defined below), then, any portion of this Warrant that is neither assumed or exercised pursuant to the terms of this Warrant prior to the closing of such Major Transaction, shall automatically and immediately convert into shares of Common Stock, and shall be deemed to have been exercised pursuant to a Cashless Exercise, immediately prior to the consummation of such Major Transaction. Each of the following events shall constitute a “Major Transaction”:. (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactionstransactions of (i) all or substantially all of the assets of the Company, of significant or (ii) assets of the Company which, without limitation, shall include, but not be limited to, for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company’s assets as reflected on its then latest publicly filed balance sheet . For purposes of this clause (including proprietary rightsB), provided, however, that except for a sale “Enterprise Value” shall mean (I) the product of all or substantially all (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for debt as shown on the development or commercial exploitation or, or right to develop or commercially exploit, latest financial statements filed with the technology, intellectual property or products SEC (the “Current Financial Statements”) less (III) the amount of cash and cash equivalents of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted as shown on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Current Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Statements;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Major Transaction covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity and in which the consideration consists solely of securities of a Publicly Traded Successor Entity, as defined below (a “Qualified Change of Control Transaction”), the Company shall have the right to treat such Major Transaction as an Assumption, (2) in the case of a Cash-Out Major Transaction Transaction, and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, below and (23) in the case of all other Major Transactions (including, without limitation, a transaction with a Publicly Traded Successor Entity covered by the provisions Qualified Change of Section 5(c)(i)(A) below in Control Transaction for which the Company is does not the surviving entity make an Assumption Election (a “Successor Redemption Transaction”) as defined below)), and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (12) or (23) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless below. Notwithstanding anything herein to the contrary, the Holder waives may waive its rights under this Section 5(c) with respect to any Major Transaction in which event none of the provisions of this Section 5(c) shall apply with respect to such Major Transaction. In the event of a Major Transaction in which all shares of Common Stock are cancelled and converted into the right to receive cash and/or securities of Another Entity (as defined below), then, any portion of this Warrant that is neither redeemed, assumed or exercised pursuant to the terms of this Warrant prior to the closing of such Major Transaction, shall automatically and immediately convert into shares of Common Stock, and shall be deemed to have been exercised pursuant to a Cashless Exercise, immediately prior to the consummation of such Major Transaction. Each of the following events shall constitute a “Major Transaction”:. (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactionstransactions of (i) all or substantially all of the assets of the Company, of significant or (ii) assets of the Company which, without limitation, shall include, but not be limited to, for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company’s assets as reflected on its then latest publicly filed balance sheet . For purposes of this clause (including proprietary rightsB), provided, however, that except for a sale “Enterprise Value” shall mean (I) the product of all or substantially all (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for debt as shown on the development or commercial exploitation or, or right to develop or commercially exploit, latest financial statements filed with the technology, intellectual property or products SEC (the “Current Financial Statements”) less (III) the amount of cash and cash equivalents of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted as shown on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Current Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Statements;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Successor Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below)Transaction, the Holder, at its option, may require elect to cause the Company conversion of this Warrant (a “Successor Major Transaction Conversion”) in whole or in part, into the right to redeem receive, upon consummation of the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) belowMajor Transaction, the Successor Major Transaction Consideration and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by all other Major Transactions, Holder shall have the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, right to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require exercise this Warrant (or any portion thereof), at any time and from time to be treated time following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses clause (1) or (2) above within the applicable time periods set forth herein, then and provided that the Major Transaction shall be treated as constitutes an Assumption Qualifying Major Transaction (as defined in Section 5(c)(ii) below) ), Holder shall have the right to elect to have this Warrant assumed in accordance with Section 5(c)(ii) below 5(c)(ii)(A), unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the a sale or transfer, transfer (other than to a wholly owned subsidiary of the Company) of assets in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, transactions for a sale or transfer, in one transaction or in a series of related transactions, purchase price of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for Enterprise Value or a sale or transfer of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer (other than a tender offer by Holder and/or Holder’s Affiliates) made to the holders of outstanding shares of Common Stock, such that following the completion of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) an issuance or series of issuances by the Company after the date of this Warrant (other than to the Company, Holder and their respective affiliates), of an aggregate number of shares of Common Stock equal to 50% or more of the Company’s outstanding Common Stock as of the date of such issuance; (E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (EF) the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted listed on the OTCBB, an Eligible Market and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital another Eligible Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink that is not an OTC Market, Inc.; or (G) the Common Stock ceases to be registered under Section 12 of the Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below. Otherwise, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such that Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, transfer of significant assets of the Company whichCompany, without limitation, which shall include, but not be limited to, for purposes of this subsection (B) mean a sale or transfer, transfer of assets in one transaction or in a series of related transactions, transactions for a purchase price of more than 50$75,000,000 or a sale or transfer of more than 48% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for in one transaction or a sale series of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transactionrelated transactions; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NASDAQ Global Market and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S.American Stock Exchange, the NASDAQ Global Select Market, Market or the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc..

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii5(c)(ii) below, below and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) all other Major Transactions and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In Notwithstanding anything herein to the event contrary, the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives right to waive its rights under this Section 5(c) with respect to all or any portion of any Major Transaction, in which event none of the provisions of this Section 5(c)(i) with respect to such rights shall apply to such Major TransactionTransaction or portion thereof. The percentage of consideration represented by securities of such Successor Entity shall be equal to the percentage that the value of the aggregate anticipated number of shares of the Successor Entity to be issued to holders of Common Stock of the Company represents of the aggregate value of all consideration, including cash consideration, in such Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below). Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactions, transactions of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of i) all or substantially all of the assets of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products (ii) assets of the Company for a purchase price equal to more than [ *** ]. For purposes of this clause (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangementsB) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction[ *** ]; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease ceases to be listed, traded or publicly quoted on registered under Section 12 of the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem all or any portion of the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above the immediately preceding sentence within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless below. Notwithstanding anything herein to the contrary, the Holder waives its rights under may waive the above provisions of this Section 5(c) with respect to such any Major Transaction and, without limitation, may elect to Exercise this Warrant prior to any Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock shares of voting stock of the Company immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock voting stock or (b) no longer have the ability to elect a majority of the board of directors of the Company Company, or (2) as a result of which Shares or shares of Common Stock voting stock shall be changed into (or the holders of Shares or shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactions, transactions of significant (i) all or substantially all of the assets of the Company which, without limitation, shall include, but not be limited to, to any Person or (ii) assets of the Company for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Company’s assets Applicable Value (as reflected on its then latest publicly filed balance sheet (including proprietary rightsdefined below), provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a third party purchase, tender or exchange offer made to the holders of outstanding Shares or shares of Common Stockany class(es) or series capital stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (E) after an IPO Event the shares of Common Stock cease to be listed, traded listed on any Eligible Market on which they are then listed or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchangean Eligible Market; (F) at any time after an IPO Event, the NYSE Alternext U.S.shares of Common Stock cease to be registered under Section 12 of the Exchange Act; or (G) any “Event of Liquidation” occurs under the terms of the Charter; provided, however, that, a Major Transaction or Change of Control shall not be deemed to have occurred solely as a result of the NASDAQ Global Select Market, transfer of ownership of any shares of capital stock of the NASDAQ Capital Market Company without the consent or listed agreement of the Company; provided that such proviso shall not apply to an event specified in subsection (G) of the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.definition of Major Transaction.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, below and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) all other Major Transactions and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods with respect to a Major Transaction set forth hereinin subsection (A) below involving a Publicly Traded Successor Entity (as defined below), then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the ). The Holder waives may waive its rights under this Section 5(c) with respect to such any Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in transfer of (i) assets for a series purchase price equal to more than 40% of related transactions, of significant assets the Market Capitalization (as defined below) of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction (ii) assets or in a series of related transactions, of more than 50% proprietary rights that are material to the operations and business of the Company’s assets as reflected on its then latest publicly filed balance sheet . “Market Capitalization” shall mean the product of (including proprietary rights), provided, however, that except for a sale x) the number of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of issued and outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Stock on the date the Company delivers the Major Transaction shall have occurred; Notice (Ddefined below) multiplied by (y) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or per share closing price of the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.such date;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.

Major Transaction. In If, after the event that First Closing Date, the Company shall consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity) or there shall occur any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the outstanding shares of Common Stock (each of the foregoing being a "Major Transaction (as defined below) occursTransaction"), then (1) in the case each holder of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the HolderWarrant may thereafter, at its option, may require the Company be entitled, at its election, either to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2i) in the case of a transaction with a Publicly Traded Successor Entity covered by event that the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) Common Stock remains outstanding or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination receive any common stock or event either (a) no longer hold a majority substantially similar equity interest in each of the foregoing cases which is publicly traded, retain its Warrant and such Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (ii) regardless of whether clause (i) applies, receive consideration, in exchange for such Warrant, equal to the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of such Warrant would have been entitled upon such Major Transaction had such holder exercised the Warrant (without regard to any limitations on conversion or (belsewhere contained) no longer have on the ability to elect a majority trading date immediately preceding the consummation of such Major Transaction and had such Common Stock been issued and outstanding and had such Warrantholder been the holder of record of such Common Stock at the time of the board consummation of directors such Major Transaction; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated as of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of date hereof among the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of and the Company’s assets as reflected on its then latest publicly filed balance sheet signatories thereto (including proprietary rights), provided, however, that except for a sale of all or substantially the "Registration Rights Agreement") to assume all of the Company’s assets's obligations under the Registration Rights Agreement. No later than five Business Days prior to the consummation of the Major Transaction, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for but not prior to the development or commercial exploitation or, or right to develop or commercially exploitpublic announcement of such Major Transaction, the technology, intellectual property or products Company shall deliver written notice ("Notice of Major Transaction") to each holder of a Warrant of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Company (including arrangements that involve the assignment or licensing Major Transaction consideration which such holder of any existing or newly developed intellectual property a Warrant would receive under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.this Section.

Major Transaction. In [***] then the event that a Major Transaction (as defined below) occurs, then (1) in Holder shall have the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction right to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem all or a portion of the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption [***] in accordance with Section 5(c)(iii) below. In addition, in the event of a Qualified Change of Control Transaction, to the extent the Holder shall not have exercised any of its rights under clauses (1) or (2) above right to require the Company to redeem the Holder’s Warrants within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless ). Notwithstanding anything herein to the contrary, the Holder waives shall have the right to waive its rights under this Section 5(c) with respect to such all or any portion of any Major TransactionTransaction in which event none of the provisions of this Section 5(c)(i) shall apply. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet transactions (including proprietary rights), provided, however, that except for a sale i) of all or substantially all of the assets of the Company’s assets, (ii) of assets for a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation orpurchase price equal to more than [***], or right to develop (iii) of assets that represent 50% or commercially exploit, the technology, intellectual property or products more of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transactionassets [***]; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurredoccurred and is consummated; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting of the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NASDAQ and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext Afternext U.S., or the NASDAQ Global Select Market, ; or the NASDAQ Capital Market or listed in Market; or (F) the over Common Stock ceases to be registered under Section 12 of the counter market by Exchange Act. For purposes hereof, the Financial Industry Regulatory Authority, Inc. or in following terms have the “pink sheets” by the Pink OTC Market, Inc.definitions set forth below:

Major Transaction. In (A) If at any time after the event that date hereof Holder has delivered a 9.98% Notice, a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii5(c)(i)(C) below. Otherwise, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, occurs after the Holder may require this Warrant to be treated as has delivered a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction 9.98% Notice shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii5(c)(i)(B) below unless the Holder waives its rights under this Section 5(c) with respect to such that Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A1) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination combination, share issuance, tender offer, exchange offer or other similar event, event (1a) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination combination, share issuance, tender offer, exchange offer or event either (ai) no longer hold a majority of the shares of Common Stock or (bii) no longer have the ability to elect a majority of the board of directors of the Company or (2b) as a result of which a majority of the outstanding shares of Common Stock shall be changed into (or holders of a majority of the outstanding shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or cash and/or securities of another entity (collectively, a “Change of Control Transaction”); (B2) the sale or transfer, in one transaction or in a series of related transactions, transfer of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, transfer of assets in one transaction or in a series of related transactions, transactions for a purchase price of more than $75,000,000 or a sale or transfer of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, rights that except for a sale of all or substantially all are material to the operations and business of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction); (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D3) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E4) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NASDAQ Global Market and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., American Stock Exchange or the NASDAQ Global Select National Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc..

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Successor Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below)Transaction, the Holder, at its option, may require elect to cause the Company conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole or in part, into the right to redeem receive the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) belowSuccessor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by all other Major Transactions, Holder shall have the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, right to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require exercise this Warrant (or any portion thereof), at any time and from time to be treated time following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii5(b)(ii) below unless the Holder waives its rights under this Section 5(c5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant (I) all or substantially all of the assets of the Company which(including, without limitationfor the avoidance of doubt, shall includeall or substantially all of the assets of the Company and its Subsidiaries, but not be limited totaken as a whole) to any Person other than a wholly-owned subsidiary of the Company or (II) assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries, taken as a sale or transfer, in one transaction or in whole) for a series of related transactions, of purchase price equal to more than 50% of the Company’s assets Equity Value (as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all defined below) of the Company’s assets. For purposes of this clause (B), a collaborative arrangement“Equity Value” shall mean (I) the product of (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date on the NasdaqGS as reported by, licensing agreementor based upon data reported by, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation Bloomberg or, or right to develop or commercially exploitif the NasdaqGS is not the principal trading market for such security, the technology, intellectual property closing sale price of such security on the principal securities exchange or products of the Company (including arrangements that involve the assignment trading market where such security is listed or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including traded as reported by lump sum royalty or running royalty) with any other entity shall not constitute a Major TransactionBloomberg; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NasdaqGS and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S.MKT, the NASDAQ Global Select Market, Market or the NASDAQ Capital Market or listed in Market; or (F) the over Common Stock ceases to be registered under Section 12 of the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowbelow and (3) in the case of all other Major Transactions and in the case of a Mixed Major Transaction that is not covered by clause 5(c)(i)(2), to the extent of the percentage of the consideration represented by securities of a Successor Entity in the Mixed Major Transaction, the Holder shall have the right to exercise this Warrant as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1), (2) or (23) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”:. (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.

Major Transaction. In If, after the event that First Closing Date, the Company ----------------- shall consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity) or there shall occur any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the outstanding shares of Common Stock (each of the foregoing being a "Major Transaction (as defined below) occursTransaction"), then (1) in the case each holder of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the HolderWarrant may thereafter, at its option, may require the Company be entitled, at its election, either to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, and (2i) in the case of a transaction with a Publicly Traded Successor Entity covered by event that the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) Common Stock remains outstanding or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination receive any common stock or event either (a) no longer hold a majority substantially similar equity interest in each of the foregoing cases which is publicly traded, retain its Warrant and such Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (ii) regardless of whether clause (i) applies, receive consideration, in exchange for such Warrant, equal to the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of such Warrant would have been entitled upon such Major Transaction had such holder exercised the Warrant (without regard to any limitations on conversion or (belsewhere contained) no longer have on the ability to elect a majority trading date immediately preceding the consummation of such Major Transaction and had such Common Stock been issued and outstanding and had such Warrantholder been the holder of record of such Common Stock at the time of the board consummation of directors such Major Transaction; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated as of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of date hereof among the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of and the Company’s assets as reflected on its then latest publicly filed balance sheet signatories thereto (including proprietary rights), provided, however, that except for a sale of all or substantially the "Registration Rights Agreement") to assume all of the Company’s assets's obligations under the Registration Rights Agreement. No later than five Business Days prior to the consummation of the Major Transaction, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for but not prior to the development or commercial exploitation or, or right to develop or commercially exploitpublic announcement of such Major Transaction, the technology, intellectual property or products Company shall deliver written notice ("Notice of Major Transaction") to each holder of a Warrant of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Company (including arrangements that involve the assignment or licensing Major Transaction consideration which such holder of any existing or newly developed intellectual property a Warrant would receive under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.this Section.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Major Transaction covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity and in which the consideration consists solely of securities of a Publicly Traded Successor Entity, as defined below (a “Qualified Change of Control Transaction”), the Company shall have the right to treat such Major Transaction as an Assumption, (2) in the case of a Cash-Out Major Transaction Transaction, and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, below and (23) in the case of all other Major Transactions (including, without limitation, a transaction with a Publicly Traded Successor Entity covered by the provisions Qualified Change of Section 5(c)(i)(A) below in Control Transaction for which the Company is does not the surviving entity make an Assumption Election (a “Successor Redemption Transaction”) as defined below)), and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (12) or (23) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless below. Notwithstanding anything herein to the contrary, the Holder waives may waive its rights under this Section 5(c) with respect to any Major Transaction in which event none of the provisions of this Section 5(c) shall apply with respect to such Major Transaction. In the event of a Major Transaction in which all shares of Common Stock are cancelled and converted into the right to receive cash and/or securities of Another Entity (as defined below), then, any portion of this Warrant that is neither redeemed, assumed or exercised pursuant to the terms of this Warrant prior to the closing of such Major Transaction, shall automatically and immediately convert into shares of Common Stock, and shall be deemed to have been exercised pursuant to a Cashless Exercise, immediately prior to the consummation of such Major Transaction. Each of the following events shall constitute a “Major Transaction”:. (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactionstransactions of (i) all or substantially all of the assets of the Company, of significant or (ii) assets of the Company which, without limitation, shall include, but not be limited to, for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company’s assets as reflected on its then latest publicly filed balance sheet . For purposes of this clause (including proprietary rightsB), provided, however, that except for a sale “Enterprise Value” shall mean (I) the product of all or substantially all (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for debt as shown on the development or commercial exploitation or, or right to develop or commercially exploit, latest financial statements filed with the technology, intellectual property or products SEC (the “Current Financial Statements”) less (III) the amount of cash and cash equivalents of the Company (including arrangements that involve as shown on the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major TransactionCurrent Financial Statements; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;; or (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting of the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc..

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Takeout Major Transaction or an Asset Sale, this Warrant shall automatically and in without need of any action or notice by the case Holder or any other Person be converted into the right to receive, upon consummation of a Mixed the Takeout Major Transaction, the Takeout Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, Consideration and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by all other Major Transactions, Holder shall have the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, right to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require exercise this Warrant to be treated (or any portion thereof), at any time and for thirty (30) days following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or clause (2) above within the applicable time periods set forth herein, then and provided that the Major Transaction shall be treated as constitutes an Assumption Qualifying Major Transaction (as defined in Section 5(c)(ii) below) ), Holder shall have the right to elect to have this Warrant assumed in accordance with Section 5(c)(ii5(c)(ii)(A) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, tender or exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity (collectively, a “Change of Control Transaction”); (B) the a sale or transfer, transfer (other than to a wholly owned subsidiary of the Company) of assets in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, transactions for a sale or transfer, in one transaction or in a series of related transactions, purchase price of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for Enterprise Value or a sale or transfer of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender an issuance or exchange offer made series of related issuances by the Company after the date of this Warrant (other than to the holders Company, Holder and their respective Affiliates), of outstanding an aggregate number of shares of Common StockStock equal to 50% or more of the Company’s outstanding Common Stock as of the date of such issuance, such that following such purchase, tender or exchange offer other than in a Change of Control Transaction shall have occurredTransaction; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (E) the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted listed on the OTCBB, an Eligible Market and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital another Eligible Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink that is not an OTC Market; or (F) the Common Stock ceases to be registered under Section 12 of the Exchange Act, Inc.other than as a Change of Control Transaction.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Successor Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below)Transaction, the Holder, at its option, may require elect to cause the Company conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole or in part, into the right to redeem receive the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) belowSuccessor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by all other Major Transactions, Holder shall have the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, right to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require exercise this Warrant (or any portion thereof), at any time and from time to be treated time following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii5(b)(ii) below unless the Holder waives its rights under this Section 5(c5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant (I) all or substantially all of the assets of the Company which(including, without limitationfor the avoidance of doubt, shall includeall or substantially all of the assets of the Company and its Subsidiaries, but not be limited totaken as a whole) to any Person other than a wholly-owned subsidiary of the Company or (II) assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries, taken as a sale or transfer, in one transaction or in whole) for a series of related transactions, of purchase price equal to more than 50% of the Company’s assets Equity Value (as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all defined below) of the Company’s assets. For purposes of this clause (B), a collaborative arrangement“Equity Value” shall mean (I) the product of (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date on the NasdaqGS as reported by, licensing agreementor based upon data reported by, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation Bloomberg or, or right to develop or commercially exploitif the NasdaqGS is not the principal trading market for such security, the technology, intellectual property closing sale price of such security on the principal securities exchange or products of the Company (including arrangements that involve the assignment trading market where such security is listed or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including traded as reported by lump sum royalty or running royalty) with any other entity shall not constitute a Major TransactionBloomberg; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NasdaqGS and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S.MKT, the NASDAQ Global Select Market, Market or the NASDAQ Capital Market or listed in Market; or (F) the over Common Stock ceases to be registered under Section 12 of the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below. Otherwise, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transactionbelow. Each of the following events shall constitute a “Major TransactionMAJOR TRANSACTION”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control TransactionCHANGE OF CONTROL TRANSACTION”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale transfer of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company assets (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transactionan “ASSET SALE”); (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;; or (D) an issuance or series of issuances by the liquidationCompany after the date of this Warrant, bankruptcywithout the Approval of the Required Holders, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the an aggregate number of shares of Common Stock cease to be listedin excess of 25% of the Company’s outstanding Common Stock as of the date hereof (regardless of whether or not such issuances are defined as “Lock-Up Exceptions” under the Securities Purchase Agreement)(collectively, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the a “pink sheets” by the Pink OTC Market, Inc.25% AGGREGATE ISSUANCE”).

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Major Transaction covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity and in which the consideration consists solely of the issuance to shareholders of the Company of securities of a Publicly Traded Successor Entity, as defined below (a “Qualified Change of Control Transaction”), the Company shall have the right to treat such Major Transaction as an Assumption, (2) in the case of a Cash-Out Major Transaction Transaction, and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, below and (23) in the case of all other Major Transactions (including, without limitation, a transaction with a Publicly Traded Successor Entity covered by the provisions Qualified Change of Section 5(c)(i)(A) below in Control Transaction for which the Company is does not the surviving entity make an Assumption Election (a “Successor Redemption Transaction”) as defined below)), and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (12) or (23) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless below. Notwithstanding anything herein to the contrary, the Holder waives may waive its rights under this Section 5(c) with respect to any Major Transaction in which event none of the provisions of this Section 5(c) (including, without limitation, clause (1) of this Section 5(c)(i)) shall apply with respect to such Major Transaction. In the event of a Major Transaction in which all shares of Common Stock are cancelled and converted into the right to receive cash and/or securities of Another Entity (as defined below), then, any portion of this Warrant that is neither redeemed, assumed or exercised pursuant to the terms of this Warrant prior to the closing of such Major Transaction, shall automatically and immediately convert into shares of Common Stock, and shall be deemed to have been exercised pursuant to a Cashless Exercise, immediately prior to the consummation of such Major Transaction. Each of the following events shall constitute a “Major Transaction”:. (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactionstransactions of (i) all or substantially all of the assets of the Company, of significant or (ii) assets of the Company which, without limitation, shall include, but not be limited to, for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company’s assets as reflected on its then latest publicly filed balance sheet . For purposes of this clause (including proprietary rightsB), provided, however, that except for a sale “Enterprise Value” shall mean (I) the product of all or substantially all (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for debt as shown on the development or commercial exploitation or, or right to develop or commercially exploit, latest financial statements filed with the technology, intellectual property or products SEC (the “Current Financial Statements”) less (III) the amount of cash and cash equivalents of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted as shown on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Current Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Statements;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Successor Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below)Transaction, the Holder, at its option, may require elect to cause the Company conversion of this Warrant (a “Successor Major Transaction Conversion”) in whole or in part, into the right to redeem receive the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) belowSuccessor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed all other Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityTransactions, the Holder may require shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to be treated time following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above the preceding sentence within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, transfer of significant assets of the Company which, without limitation, which shall include, but not be limited to, a sale or transfer, transfer of assets in one transaction or in a series of related transactionstransactions for a purchase price of more than $50,000,000, a sale or transfer of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for or a sale or transfer of all assets or substantially all proprietary rights that are material to the operations and business of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) an issuance or series of issuances by the Company after the date of this Warrant (other than as part of the Public Offering (as defined in the Exchange Agreement), of an aggregate number of shares of Common Stock in excess of 20% of the Company’s outstanding Common Stock as of the date of such issuance; (E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (EF) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NASDAQ Capital Market and are not promptly re-listed or requoted on either the New York Stock Exchange, NYSE MKT, the NYSE Alternext U.S., NASDAQ Global Market or the NASDAQ Global Select Market, ; or (G) the NASDAQ Capital Market or listed in Common Stock ceases to be registered under Section 12 of the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii5(c)(ii) below, below and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) all other Major Transactions and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In Notwithstanding anything herein to the event contrary, the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives right to waive its rights under this Section 5(c) with respect to all or any portion of any Major Transaction, in which event none of the provisions of this Section 5(c)(i) with respect to such rights shall apply to such Major TransactionTransaction or portion thereof. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock Shares immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock Shares or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock Shares shall be changed into (or the shares of Common Stock Shares become entitled to receive) the same or a different number of shares of the same or another class or classes of stock shares or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction transfer of (i) all or in a series substantially all of related transactions, of significant the assets of the Company which, without limitation, shall include, but not be limited to, or (ii) assets of the Company for a sale or transfer, in one transaction or in a series of related transactions, of purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company’s assets as reflected on its then latest publicly filed balance sheet . For purposes of this clause (including proprietary rightsB), provided, however, that except for a sale “Enterprise Value” shall mean (I) the product of all or substantially all (x) the number of issued and outstanding Common Shares on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Shares on such date plus (II) the amount of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for debt as shown on the development or commercial exploitation or, or right to develop or commercially exploit, latest financial statements filed with the technology, intellectual property or products SEC (the “Current Financial Statements”) less (III) the amount of cash and cash equivalents of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted as shown on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Current Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Statements;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction (as defined below) and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem that portion the Holder’s outstanding Warrants described in accordance with Section 5(c)(iii) below, below and (2) in the case of all other Major Transactions and in the case of a transaction with Mixed Major Transaction to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity in the Mixed Major Transaction, the Holder shall have the right to exercise this Warrant as a Cashless Major Exercise. Any Major Transaction covered by the provisions of Section 5(c)(i)(A5(c)(i)(A)(1) below in which the Company is not the surviving entity (a “Successor Redemption Qualified Change of Control Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless if the Company and the Holder waives agree in writing to such treatment and the Holder shall not have exercised any of its rights under clause (1) or (2) above. Notwithstanding anything herein to the contrary, the Holder may waive its rights under this Section 5(c5(c)(i) with respect to such any Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, transfer of significant assets of the Company which, without limitation, which shall include, but not be limited to, mean a sale or transfer, transfer of assets in one transaction or in a series of related transactionstransactions for a purchase price of more than $50, 000,000 or a sale or transfer of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) any issuance of shares of Common Stock or securities convertible or exercisable for Common Stock; other than an issuance (1) pursuant to a registered public offering or shelf takedown, (2) in a transaction that does not require shareholder approval, (3) to partners in connection with a joint venture, distribution or other partnering arrangement in a transaction that does not require shareholder approval, (4) upon the exercise of options granted to the Company’s employees, officers, directors and consultants, (5) of restricted stock to, or purchases, of Common Stock under the Company’s employee stock purchase plan by, employees, officers, directors or consultants or (6) upon the exercise of this Warrant. (E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (EF) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NASDAQ and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, Market or the NASDAQ Capital Market or listed in Market; or (G) the over Common Stock ceases to be registered under Section 12 of the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Exchange Act.

Major Transaction. In Unless the event that Holder waives its rights to this Section 5(c) with respect to a Major Transaction (as defined below) ), in the event that a Major Transaction occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii5(c)(ii) below, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and all other Major Transactions and, in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) below. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Cashless Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”:Exercise. (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, transfer of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including or a sale or transfer of any assets or proprietary rights), rights relating to Fanapt or Probuphine or that are material to the operations and business of the Company; provided, however, that except for a sale of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction;. (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;; or (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc..

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Successor Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below)Transaction, the Holder, at its option, may require elect to cause the Company conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole or in part, into the right to redeem receive the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) belowSuccessor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by all other Major Transactions, Holder shall have the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, right to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require exercise this Warrant (or any portion thereof), at any time and from time to be treated time following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii5(b)(ii) below unless the Holder waives its rights under this Section 5(c5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant (I) all or substantially all of the assets of the Company which(including, without limitationfor the avoidance of doubt, shall includeall or substantially all of the assets of the Company and its Subsidiaries, but not be limited totaken as a whole) to any Person other than a wholly-owned subsidiary of the Company or (II) assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries, taken as a sale or transfer, in one transaction or in whole) for a series of related transactions, of purchase price equal to more than 50% of the Company’s assets Equity Value (as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all defined below) of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products . For purposes of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.this clause

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Successor Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below)Transaction, the Holder, at its option, may require elect to cause the Company conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole or in part, into the right to redeem receive the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) belowSuccessor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by all other Major Transactions, Holder shall have the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, right to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor Entity, the Holder may require exercise this Warrant (or any portion thereof), at any time and from time to be treated time following the occurrence of such event, as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii5(b)(ii) below unless the Holder waives its rights under this Section 5(c5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant (I) all or substantially all of the assets of the Company which(including, without limitationfor the avoidance of doubt, shall includeall or substantially all of the assets of the Company and its Subsidiaries, but not be limited totaken as a whole) to any Person other than a wholly-owned subsidiary of the Company or (II) assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries, taken as a sale or transfer, in one transaction or in whole) for a series of related transactions, of purchase price equal to more than 50% of the Company’s assets Equity Value (as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all defined below) of the Company’s assets. For purposes of this clause (B), a collaborative arrangement“Equity Value” shall mean (I) the product of (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date on the NasdaqGS as reported by, licensing agreementor based upon data reported by, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation Bloomberg or, or right to develop or commercially exploitif the NasdaqGS is not the principal trading market for such security, the technology, intellectual property closing sale price of such security on the principal securities exchange or products of the Company (including arrangements that involve the assignment trading market where such security is listed or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including traded as reported by lump sum royalty or running royalty) with any other entity shall not constitute a Major TransactionBloomberg; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or; (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, NasdaqGS and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S.American, the NASDAQ Global Select Market, Market or the NASDAQ Capital Market or listed in Market; or (F) the over Common Stock ceases to be registered under Section 12 of the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), in both cases wherein holders of Common Stock will be paid cash consideration, the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section Sections 5(c)(iii) below, and 5(c)(iv) below and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) all other Major Transactions and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption in accordance with Section 5(c)(iii) belowCashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (other than to the extent the common stock is changed or exchanged to reflect a change in the Company’s jurisdiction of incorporation) (collectively, a “Change of Control Transaction”); (B) the sale or transfer, transfer in one transaction or in a series of related transactions, transactions of significant (i) all or substantially all of the assets of the Company which, without limitation, shall include, but not be limited to, to any Person other than a sale wholly-owned subsidiary of the Company or transfer, in one transaction or in (ii) assets of the Company for a series of related transactions, of purchase price equal to more than 50% of the Company’s assets Equity Value (as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale of all or substantially all defined below) of the Company’s assets. For purposes of this clause (B), a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for “Equity Value” shall mean (I) the development or commercial exploitation or, or right to develop or commercially exploit, product of (x) the technology, intellectual property or products number of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer made to the holders of issued and outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Stock on the date the Company delivers the Major Transaction shall have occurred; Notice (Ddefined below) multiplied by (y) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or per share closing price of the occurrence of any analogous proceeding) affecting the Company; or (E) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.such date;

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below, below and (2) in the case of a transaction with a Publicly Traded Successor Entity covered by the provisions of Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Successor Redemption Transaction”) all other Major Transactions and in the case of a Mixed Major Transaction that is a Successor Redemption Transaction, to the extent of the percentage of the consideration represented by securities of a Publicly Traded Successor EntityEntity in the Mixed Major Transaction, the Holder may require shall have the right to exercise this Warrant to be treated as a Successor Redemption Cashless Major Exercise in accordance with Section 5(c)(iii) below3(b). In the event the The Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives may waive its rights under this Section 5(c) with respect to such Major Transaction. Each Consummation of each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock Ordinary Shares (including holders of ADSs attributable to underlying Ordinary Shares) immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the Ordinary Shares (including ADSs attributable to such Ordinary Shares) or the shares of Common Stock the Successor Entity (or the Parent Entity of a Successor Entity) or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity Successor Entity (collectively, a “Change of Control Transaction”); (B) the sale or transfer, in one transaction or in a series of related transactions, of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer, in one transaction or in a series of related transactions, of more than 50% of the Company’s assets as reflected on its then latest publicly filed balance sheet (including proprietary rights), provided, however, that except for a sale transfer of all or substantially all of the Company’s assets, a collaborative arrangement, licensing agreement, joint venture or partnership or similar business arrangement providing for the development or commercial exploitation or, or right to develop or commercially exploit, the technology, intellectual property or products of the Company (including arrangements that involve the assignment or licensing of any existing or newly developed intellectual property under such arrangements) whereby income or profits are to be shared (including by lump sum royalty or running royalty) with any other entity shall not constitute a Major Transaction; (C) a purchase, tender or exchange offer offer, made to the holders of outstanding shares of Common StockOrdinary Shares or ADSs, such that following the consummation of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;; or (D) [Intentionally Omitted] (E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or. (EF) the shares of Common Stock cease to be listed, traded or publicly quoted on the OTCBB, and are not promptly re-listed or requoted on either the New York Stock Exchange, the NYSE Alternext U.S., the NASDAQ Global Select Market, the NASDAQ Capital Market or listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.[Intentionally Omitted] (G) [Intentionally Omitted]