Common use of Merger Event Clause in Contracts

Merger Event. In connection with a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of Common Stock less stock or other securities and assets of an entity other than the Purchase Price for all successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors); notwithstanding the above, if the Reference property is cash or shares of Common Stock (such consideration to include both stock of a publicly traded company with a value on the consideration payable at date of the closing of such the Merger Event and all deferred consideration payable thereafterof not less than two (2) times the aggregate Purchase Price, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration Warrantholder shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant Agreement and such exercise will be deemed effective immediately prior to the consummation closing of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) . In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration payable on to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, Preferred Stock in the event of a such Merger Event that is an arms length sale consists solely of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Salecash and/or readily marketable securities. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less preferred stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to ensure that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of the Company under this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for obligations of the term of Company under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder). In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Warrant Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, "Reference Property") that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration payable on to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, Preferred Stock in the event of a such Merger Event that is an arms length sale consists solely of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Salecash and/or readily marketable securities. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder's written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the value per share provisions of Common Stock is greater than this Agreement (including adjustments of the exercise price then in effectExercise Price, the Warrant shallability of the Warrantholder to elect the class and series of Preferred Stock as set forth in the definition thereof, on and after adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, automatically and without further action on the part successor or surviving entity shall assume the obligations of any party this Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration to be paid for or other person, represent the right to receive, in lieu respect of the outstanding shares of Common Preferred Stock that are issuable hereunder in such Merger Event consists solely of cash and/or readily marketable securities, and (ii) the value of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding share of Preferred Stock is at least two (2) times the Exercise Price in effect as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with Warrantholder agrees that if there shall be a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration either Warrantholder shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant Agreement and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (bii) permit if Warrantholder elects not to exercise this Agreement prior to the Warrant Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that Warrantholder shall thereafter be entitled to continue for receive, upon exercise of this Agreement, the term number of shares of preferred stock or other securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In the case of (ii) above, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement if with respect to the Company continues as a going concern following rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible, and in such case, upon the closing thereof, the successor or surviving entity shall assume the obligations of any such True Asset Salethis Agreement. In connection with a Merger Event that is not a Liquid Salethe case of (i) above, upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. Notwithstanding any of the foregoing, if there shall be a Merger Event in consideration which the outstanding capital stock of the Company is acquired for the either cash and/or unrestricted, freely-transferable shares of Common Stock issuable hereunder had it exercised the Warrant capital stock in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closinga publicly-traded company, and subject Warrantholder elects not to further adjustment from time to time exercise this Agreement in accordance with (i) above, this Warrant will expire upon the provisions consummation of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive such Merger EventsEvent.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the value per share provisions of Common Stock is greater than this Agreement (including adjustments of the exercise price then in effectExercise Price, the ability of the Warrantholder to elect the class and series of Preferred Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of the outstanding shares of Preferred Stock in such Merger Event consists solely of cash and/or Marketable Securities (a “Liquid Sale”), in which case this Warrant shall, on and after upon the closing thereofof such Liquid Sale, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable, that are issuable hereunder as of immediately prior to the closing of such Merger EventLiquid Sale, the consideration payable on or in respect of such shares of Common Stock Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable, in such Liquid Sale less the Purchase Price for all such shares of Common Preferred Stock (or other capital stock of the Company for which this Warrant is then exercisable), such consideration to include both the consideration payable at the closing of such Merger Event Liquid Sale and all any deferred consideration payable on or in respect of such shares of Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable, thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid become payable to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Preferred Stock, or other capital stock of the Company for which this Warrant is then exercisable (such aggregate consideration, the “Aggregate Liquid Sale Consideration”); provided, howeverfurther, that in connection with a Liquid Sale where the event of a Merger Event that is an arms length sale of all or substantially all of Aggregate Liquid Sale Consideration would be less than the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective aggregate Exercise Price in effect immediately prior to the consummation of such Merger EventLiquid Sale, or (b) permit the Warrant to continue for the term of then this Agreement if will automatically expire effective as of immediately prior to the Company continues as a going concern following the closing consummation of any such True Asset Liquid Sale. In connection with a Merger Event that is not a Liquid Saleand upon the Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as consideration that the Warrantholder would have received in consideration for if the Warrantholder had chosen to exercise its right to have shares of Common Stock issuable hereunder had it exercised issued pursuant to the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then as referred in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu Section 1 under (ii) of the shares definition of Common Stock that are issuable hereunder Merger Event, then, as of immediately prior to the closing a part of such Merger Event, appropriate adjustments shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such shares this Agreement, the number of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereaftershares, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all securities or substantially all of the Company’s assets monetary compensation (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset SaleReference Property”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder connection with such Merger Event if Warrantholder had it exercised the Warrant in full as of Warrants immediately prior to the Merger Event. In any such closingcase, at an aggregate Exercise Price no greater than appropriate adjustments (as determined in good faith by the aggregate Exercise Price Company’s Board of Directors) shall be made in effect as the application of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 7 shall thereafter be applicable, as nearly as possible, to the subscription rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such subscription rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors). The provisions of this Section 8(a7(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of common stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors) . In connection with a Merger Event that is a Liquid Sale where and upon Warrantholder’s written election to the value per share of Common Stock is greater than the exercise price then in effectCompany, the Warrant shall, on and after Company shall cause this Agreement to be exchanged for the closing thereof, automatically and without further action on the part of any party or other person, represent the consideration that Warrantholder would have received if Warrantholder had chosen to exercise its right to receive, in lieu of the have shares of Common Stock that are issuable hereunder as of immediately prior issued pursuant to the closing Net Issuance provisions of this Agreement without actually exercising such Merger Eventright, the consideration payable on or in respect of acquiring such shares of Common Stock less the Purchase Price for all and exchanging such shares of Common Stock (for such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid consideration. Notwithstanding anything to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, howevercontrary contained herein, in the event of a Merger Event that in which the consideration is an arms length sale (i) cash, (ii) freely tradable stock of all a publicly traded acquirer or substantially all of the Company’s assets (and only its assetsiii) to a third party that is not an Affiliate of the Company (a “True Asset Sale”)combination thereof, the Warrantholder may either (aA) Warrantholder shall exercise its conversion or purchase right under this Warrant Agreement and such exercise will be deemed effective immediately prior to the consummation closing of such Merger Event or (B) if Warrantholder elects not to exercise this Agreement, this Agreement and the right to purchase Common Stock as granted herein will expire upon the closing of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with a If at any time there shall be Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effectEvent, the this Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receivereceive the consideration (including, without limitation, cash, securities or other property (collectively, “Reference Property”)) payable on or in lieu respect of the all shares of Common Preferred Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock Event less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments)Preferred Stock, and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, Preferred Stock and this Warrant shall thereupon automatically terminate. Appropriate adjustment (as determined in the event of a Merger Event that is an arms length sale of all or substantially all of good faith by the Company’s assets (Board of Directors and only its assetsreasonably acceptable to the Warrantholder) to a third party that is not an Affiliate shall be made in the application of the Company provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (a “True Asset Sale”including adjustments of the Exercise Price, the ability of the Warrantholder to elect the class and series of Preferred Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 8(a), the Company agrees to promptly notify the Warrantholder may either (a) exercise its conversion or purchase right of the Reference Property, if any, the Warrantholder is to receive by reason of such automatic exercise. Notwithstanding anything to the contrary in this Warrant, if the aggregate fair market value of the Reference Property payable under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (bSection 8(a) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater less than the aggregate Exercise Price in effect as of this Warrant, then this Warrant shall automatically terminate immediately prior to the closing of such closing, Merger Event without and subject Reference Property or other consideration being paid to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsWarrantholder.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Warrant, the number of shares of Common Stock less or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafterif Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, if anythe term of this Warrant has not expired pursuant to Section 2 hereof, including, but not limited to, payments of amounts deposited at such closing into escrow and payments appropriate adjustment (as determined in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of good faith by the Company’s assets (Board of Directors and only its assetsreasonably acceptable to the Warrantholder) to a third party that is not an Affiliate shall be made in the application of the Company provisions of this Warrant with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Warrant (a “True Asset Sale”)including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the Warrantholder successor or surviving entity shall assume the obligations of this Warrant; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may either (a) exercise its conversion or purchase right be, in such Merger Event, then such other entity shall assume the obligations under this Warrant and any such exercise will be deemed effective immediately prior assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset SaleWarrantholder). In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder chose to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of Common Stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration to be paid for or in respect of the outstanding shares of Common Stock in such Merger Event consists solely of cash and/or readily marketable securities, and (ii) the value per of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding share of Common Stock is greater than at least three (3) times the exercise price then Exercise Price in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder effect as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time a Merger Event that is shall occur, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that Hercules shall thereafter be entitled to receive, upon exercise of this Agreement, the consideration payable on or in respect number of such shares of Common Stock less the Purchase Price for all such shares of Common Stock capital stock or other securities or property (such consideration to include both the consideration payable at the closing of collectively, “Reference Property”) that Hercules would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under Hercules had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to Hercules) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of Hercules after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of Hercules as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to Hercules). In connection with a Merger Event that is not a Liquid Saleand upon Hercules’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the Warrantholder consideration that Hercules would have received in consideration for if Hercules had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. (i) If the successor or surviving entity in a Merger Event assumes this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Warrant Stock issuable upon exercise of the unexercised portion of this Warrant as if such Warrant Stock were outstanding on the record date for the Merger Event and subsequent closing. The Exercise Price shall be adjusted accordingly, and the Exercise Price and number and class of Warrant Stock shall continue to be subject to adjustment from time to time in accordance with the provisions hereof. In connection with a Merger Event that is a Liquid Sale where and upon Warrantholder’s written election to the value per share of Common Stock is greater than the exercise price then in effectCompany, the Company shall cause this Warrant shall, on and after to be exchanged for the closing thereof, automatically and without further action on the part of any party or other person, represent the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to receivehave shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. (ii) If the consideration in such Merger Event is cash and/or securities of a class registered pursuant to Section 12(b) or 12(g) of the Exchange Act, then the successor or surviving entity may elect not to assume this Warrant, in lieu of which case, unless the shares of Common Stock that are issuable hereunder as of Warrantholder has otherwise exercised this Warrant, then effective immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it automatically exercised the Warrant in full as of immediately prior pursuant to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a3(b) shall similarly apply to successive Merger Eventsabove.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and the number and nature of the security issuable on exercise hereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided, that the foregoing assumption requirement shall not apply if the consideration payable on to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, Preferred Stock in the event of a such Merger Event that is an arms length sale consists solely of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Salecash and/or readily marketable securities. In connection with a Merger Event that is and upon Warrantholder’s written election to the Company, delivered not a Liquid Salelater than the later to occur of (i) five (5) days prior to the anticipated closing date thereof set forth in the Company’s written notice to the Warrantholder of such Merger Event pursuant to Section 8(g) below, or (ii) ten (10) days after the Warrantholder’s actual receipt of such Company notice, shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. (i) If the successor or surviving entity in a Merger Event assumes this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Warrant Stock issuable upon exercise of the unexercised portion of this Warrant as if such Warrant Stock were outstanding on the record date for the Merger Event and subsequent closing. The Exercise Price shall he adjusted accordingly, and the Exercise Price and number and class of Warrant Stock shall continue to be subject to adjustment from time to time in accordance with the provisions hereof. In connection with a Merger Event that is a Liquid Sale where and upon Warrantholder’s written election to the value per share of Common Stock is greater than the exercise price then in effectCompany, the Company shall cause this Warrant shall, on and after to be exchanged for the closing thereof, automatically and without further action on the part of any party or other person, represent the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to receivehave shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. (i) If the consideration in such Merger Event is cash and/or securities of a class registered pursuant to Section 12(b) or 12(g) of the Exchange Act, then the successor or surviving entity may elect not to assume this Warrant, in lieu of which case, unless the shares of Common Stock that are issuable hereunder as of Warrantholder has otherwise exercised this Warrant, then effective immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it automatically exercised the Warrant in full as of immediately prior pursuant to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a3(b) shall similarly apply to successive Merger Eventsabove.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less preferred stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event in which the consideration received or to be received by the Company’s stockholders consists of other than cash and/or readily tradeable securities, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foreogoing (as determined in good faith by the Company’s Board of Directors) . In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and the number and nature of the security issuable on exercise hereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided, that the foregoing assumption requirement shall not apply if the consideration payable on to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, Preferred Stock in the event of a such Merger Event that is an arms length sale consists solely of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Salecash and/or readily marketable securities. In connection with a Merger Event that is and upon Warrantholder’s written election to the Company, delivered not a Liquid Salelater than the later to occur of (i) five (5) days prior to the anticipated closing date thereof set forth in the Company’s written notice to the Warrantholder of such Merger Event pursuant to Section 8(g) below , or (ii) ten (10) days after the Warrantholder’s actual receipt of such Company notice, shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of the outstanding shares of Common Stock in such Merger Event consists solely of cash and/or readily marketable securities (including, for the avoidance of doubt, freely tradable stock of a publicly traded acquirer). In connection with a Merger Event that is a Liquid Sale where and upon Warrantholder’s written election to the value per share of Common Stock is greater than the exercise price then in effectCompany, the Warrant shall, on and after Company shall cause this Agreement to be exchanged for the closing thereof, automatically and without further action on the part of any party or other person, represent the consideration that Warrantholder would have received if Warrantholder had chosen to exercise its right to receive, in lieu of the have shares of Common Stock that are issuable hereunder as of immediately prior issued pursuant to the closing Net Issuance provisions of this Warrant Agreement without actually exercising such Merger Eventright, the consideration payable on or in respect of acquiring such shares of Common Stock less the Purchase Price for all and exchanging such shares of Common Stock (for such consideration consideration. Notwithstanding anything to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, includingcontrary contained herein, but not limited to, payments of amounts deposited at such closing into escrow and payments subject to the automatic exercise provisions contained in the nature of earn-outs, milestone payments or other performance-based paymentsSection 3(b), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, howeverabove, in the event of a Merger Event that is an arms length sale of all in which the consideration to be paid for or substantially all in respect of the Company’s assets (and only its assets) to a third party that is not an Affiliate outstanding shares of the Company (a “True Asset Sale”)Common Stock in such Merger Event consists solely of cash and/or readily marketable securities, the Warrantholder may either (aA) Warrantholder shall exercise its conversion or purchase right under this Warrant Agreement and such exercise will be deemed effective immediately prior to the consummation closing of such Merger Event or (B) if Warrantholder elects not to exercise this Agreement, this Agreement and the right to purchase Common Stock as granted herein will expire upon the closing of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event (other than a Merger Event that is a Liquid Sale where in which the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu holders of the shares Preferred Stock receive cash or freely publicly tradable securities in such transaction and subject to Section 2 of Common Stock that are issuable hereunder this Agreement), then, as of immediately prior to the closing a part of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less preferred stock or other securities or property of the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of successor corporation resulting from such Merger Event and all deferred consideration payable thereafter, that would have been issuable if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any such Merger Event, upon the closing thereof, the successor or (b) permit surviving entity shall assume the Warrant to continue for the term obligations of this Agreement if the Company continues as a going concern following the closing of any such True Asset SaleAgreement. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder chose to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder). In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors, or other governing body of the successor entity, and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration payable on to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, Preferred Stock in the event of a such Merger Event that is an arms length sale consists solely of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Salecash and/or readily marketable securities. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the value per share provisions of Common Stock is greater than this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise price then of such purchase rights) shall continue to be applicable in effecttheir entirety, and to the Warrant shallgreatest extent possible. Without limiting the foregoing, on and after in connection with any Merger Event, upon the closing thereof, automatically and without further action on the part successor or surviving entity shall assume the obligations of any party this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or other person, represent the right to receive, in lieu respect of the outstanding shares of Common Preferred Stock that are issuable hereunder as in such Merger Event consists solely of immediately prior cash and/or readily marketable securities and in connection with any such Merger Event in which consideration consists solely of cash and/or readily marketable securities, the Warrant will be deemed to be exercised contingent upon the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right, acquiring such shares, and exchanging such shares for such consideration. If the successor or surviving entity in a Merger Event shall refuse to assume this Agreement and the obligations of the Company hereunder on pursuant to this Agreement, the Company shall give the Warrantholder written notice of at least five (5) business days prior to the closing thereof, of the Merger Event of such fact and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would shall have received in the option to put this Warrant to the Company for a per share amount equal to the difference between the fair market value of the Merger Event consideration (as reasonably determined by the Company’s board) payable for one share of Preferred Stock and the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsPrice.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares or in respect other securities or property of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of surviving or successor entity resulting from such Merger Event and all deferred consideration payable thereafter, that would have been issuable if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments Warrantholder had exercised this Agreement in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective full immediately prior to the consummation of such Merger Event. In any such case, or appropriate adjustment (bas determined in good faith by the Company’s Board of Directors) permit shall be made in the Warrant to continue for application of the term provisions of this Agreement if with respect to the Company continues as a going concern following rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of the Class purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, (i) this Warrant shall terminate upon the closing of any such True Asset Sale. In a Liquid Sale to the extent not previously exercised, and (ii) in connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement Warrant and the obligations of the Company hereunder on the closing thereof, and thereafter the this Warrant shall be exercisable for the same number, class, number and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock the Class issuable hereunder had it exercised the this Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this AgreementWarrant. The In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Section 8(a) shall similarly apply to successive Merger EventsWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. In connection with If at any time there shall be a reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property or a Merger Event (collectively, a “Reorganization”), then, as a part of such Reorganization, lawful provision shall be made so that is a Liquid Sale where the value per share Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the kind and amount of securities, cash or other property resulting from such Reorganization that would have been issuable if Warrantholder had exercised this Agreement immediately prior to the Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Reorganization to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Common Stock is greater than purchasable) shall be applicable in their entirety and to the exercise price then greatest extent possible. Without limiting the foregoing, in effectconnection with any Reorganization, the Warrant shall, on and after upon the closing thereof, automatically and without further action on the part of any party successor or other person, represent surviving entity shall assume the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term obligations of this Agreement if the Company continues as a going concern following the closing of any such True Asset SaleAgreement. In connection with a Merger Event that is not a Liquid SaleReorganization and upon Warrantholder’s written election to the Company at least ten (10) days prior to the effectiveness of such Reorganization, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder chose to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this Warrant Agreement, without actually exercising such right, acquiring such shares, and exchanging such shares for such consideration. The In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder, to the end that the provisions set forth in this Section 8 (including without limitation provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Section 8(a) shall similarly apply to successive Merger EventsWarrant.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of Preferred Units or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price, the ability of the Warrantholder to elect the class and series of Preferred Units as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration payable on to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of outstanding Preferred Units in such Merger Event consists solely of cash and/or readily marketable securities and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and (ii) such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Alternative Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon the Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as consideration that the Warrantholder would have received in consideration for if the shares of Common Stock issuable hereunder Warrantholder had it exercised chosen to exercise its right to have units issued pursuant to the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such units and exchanging such units for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In the event the Warrantholder elects not to exercise its right to purchase units pursuant to this Agreement in connection with a Merger Event consisting solely of cash and/or readily marketable securities and that is not an Alternative Merger Event, then this Agreement will expire immediately upon the consummation of such Merger Event.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the value per share provisions of Common Stock is greater than this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise price then of such purchase rights) shall continue to be applicable in effecttheir entirety, and to the Warrant shallgreatest extent possible. Without limiting the foregoing, on and after in connection with any Merger Event, upon the closing thereof, automatically and without further action on the part successor or surviving entity shall assume the obligations of any party this Agreement; provided that if the Reference Property includes shares of stock or other personsecurities and assets of an entity other than the successor or purchasing company, represent as the right to receivecase may be, in lieu such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors); provided, further, that the foregoing assumption requirement shall not apply if (i) the consideration to be paid for or in respect of the outstanding shares of Common Preferred Stock that are issuable hereunder in such Merger Event consists solely of cash and/or readily marketable securities, and (ii) the value of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding share of Preferred Stock is at least two (2) times the Exercise Price in effect as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments reasonably acceptable to the Warrantholder) shall be made in the nature application of earn-outsthe provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, milestone payments or other performance-based payments)as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and such to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration shall to be paid to the Warrantholder as and when it is paid to the holders for or in respect of the outstanding shares of Common Stock; provided, however, Stock in the event of a such Merger Event that is an arms length sale consists solely of all or substantially all of the Company’s assets cash and/or readily marketable securities and (and only its assetsii) to a third party that such Merger Event is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Alternative Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon the Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as consideration that the Warrantholder would have received in consideration for if the Warrantholder had chosen to exercise its right to have shares of Common Stock issuable hereunder had it exercised issued pursuant to the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In the event the Warrantholder elects not to exercise its right to purchase shares pursuant to this Agreement in connection with a Merger Event consisting solely of cash and/or readily marketable securities and that is not an Alternative Merger Event, then this Agreement will expire immediately upon the consummation of such Merger Event.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of common stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the extent that is a Liquid Sale where the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration to be paid for or in respect of the outstanding shares of Common Stock in such Merger Event consists solely of cash and/or readily marketable securities, and (ii) the value per of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding share of Common Stock is greater than at least three (3) times the exercise price then Exercise Price in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder effect as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less capital stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Disinterested Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event in which the consideration received or to be received by the Company’s stockholders consists of other than cash and/or readily tradeable securities, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Disinterested Directors). In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less capital stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to ensure that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of the Company under this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for obligations of the term of Company under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder). In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of If at any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration time there shall be paid to the Warrantholder as and when it is paid to a (i) reorganization, consolidation or merger (or similar transaction or series of related transactions) of Company or any subsidiary of Company with or into any other person or sale or exchange of outstanding shares in which the holders of the Company’s outstanding shares immediately before consummation of Common Stock; providedsuch transaction or series of related transactions do not, howeverimmediately after consummation of such transaction or series of related transactions, retain shares representing at least 50.0% of the voting power of the surviving entity of such transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether Company is the event of a Merger Event that is an arms length surviving entity, (ii) sale of all or substantially all of the Company’s assets of Company or (and only its assetsiii) to a third party that is not an Affiliate acquisition by Company of all or substantially all of the capital stock or assets of another person or the acquisition by Company of all or substantially all of the assets of another Person in excess of $500,000 (each of these foregoing events shall be referred to as a “True Asset SaleMerger Event”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation then, as a part of such Merger Event, or (b) permit lawful provision shall be made so that the Warrant Warrantholder shall thereafter be entitled to continue for the term receive, upon exercise of this Warrant Agreement, the number of shares of preferred stock or other securities or property of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant Agreement if immediately prior to the Company continues Merger Event. In any such case, appropriate adjustment (as a going concern following determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Salethereof, the Company shall cause the successor or surviving entity to shall assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the this Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In If at any time there shall be a Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of common stock, preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if the Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the value per share provisions of Common Stock is greater than this Agreement (including adjustments of the exercise price then in effectExercise Price, the ability of the Warrantholder to elect the class and series of Warrant shallShares as set forth in the definition thereof and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, on as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and after to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, automatically and without further action on the part successor or surviving entity shall assume the obligations of any party this Agreement; provided that the foregoing assumption requirement shall not apply with respect to a Merger Event (other than the Reorganization or other person, represent similar internal reorganization) if (i) the right consideration to receive, be paid for or in lieu respect of the shares outstanding Warrant Shares in such Merger Event consists solely of Common Stock that are issuable hereunder cash and/or readily marketable securities, and (ii) the value of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding Warrant Share is at least three (3) times the Exercise Price in effect as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon the Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as consideration that the Warrantholder would have received in consideration for if the Warrantholder had chosen to exercise its right to have shares of Common Stock issuable hereunder had it exercised issued pursuant to the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon surrender of this Agreement, either (i) the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event net of such Exercise Price; or (ii) the consideration payable on that Warrantholder would have received if Warrantholder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration (“Warrant Surrender”). In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, howeverPreferred Stock in such Merger Event consists solely of cash and/or readily marketable securities, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets which case, such Warrant (and only its assetssubject to Section 3(c)) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective expire immediately prior to the consummation of such Merger Event, Event unless otherwise exercised or (b) permit the Warrant to continue exchanged for the term of this Agreement if the Company continues such cash and/or readily marketable securities as a going concern following the closing of any such True Asset Saleset forth herein. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less preferred stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors). In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of If at any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately time prior to the closing exercise of this Warrant there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Warrant, the number of shares of Common Stock less stock or other securities or property of the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of successor corporation resulting from such Merger Event and all deferred consideration payable thereafter, that would have been issuable if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of such Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price and number of shares of stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following upon the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Salethereof, the Company shall will use reasonable efforts (as determined by the Company in its sole discretion) to cause the successor or surviving entity to assume this Agreement and the obligations of this Warrant. If the obligations of this Warrant are not assumed in connection with the Merger Event, the Company hereunder on shall give Warrantholder written notice at least five (5) days prior to the closing thereofof the Merger Event of such fact. In such event, and thereafter notwithstanding any other provision of this Agreement to the contrary, Warrantholder may immediately exercise this Warrant shall be exercisable for in the same numbermanner specified in this Agreement with such exercise effective immediately prior to closing of the Merger Event. If Warrantholder elects not to exercise this Warrant, class, and type then this Warrant will terminate immediately prior to the closing of securities or other property as the Warrantholder would have received in consideration for Merger Event. If a Merger Event occurs at any time before the shares of Common Stock issuable hereunder had it exercised subject to this Warrant are listed for trading on the American Stock Exchange and the successor or surviving entity does not agree to assume the obligations of this Warrant, then the Warrantholder shall receive liquidated damages in an amount equal to the difference between the Exercise Price of the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price then in effect as and the consideration per share payable to the holders of immediately prior the Common Stock in the transaction pursuant to such closing, and subject to further adjustment from time to time in accordance with which the provisions of this Agreement. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsEvent occurs.

Merger Event. In connection with If at any time a Merger Event that is shall occur, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that Hercules shall thereafter be entitled to receive, upon exercise of this Agreement, the consideration payable on or in respect number of such shares of Common Stock less the Purchase Price for all such shares of Common Stock capital stock or other securities or property (such consideration to include both the consideration payable at the closing of collectively, “Reference Property”) that Hercules would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under Hercules had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of Hercules after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of Hercules as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors). In connection with a Merger Event that is not a Liquid Saleand upon Hercules’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the Warrantholder consideration that Hercules would have received in consideration for if Hercules had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the extent that is a Liquid Sale where the value per share provisions of Common Stock is greater than this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise price then of such purchase rights) shall continue to be applicable in effecttheir entirety, and to the Warrant shallgreatest extent possible. Without limiting the foregoing, on and after in connection with any Merger Event, upon the closing thereof, automatically and without further action on the part successor or surviving entity shall assume the obligations of any party this Agreement; provided that the foregoing assumption requirement shall not apply if (i) the consideration to be paid for or other person, represent the right to receive, in lieu respect of the outstanding shares of Common Preferred Stock that are issuable hereunder in such Merger Event consists solely of cash and/or readily marketable securities, and (ii) the value of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding share of Preferred Stock is at least three (3) times the Exercise Price in effect as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, the consideration payable on or in respect of such shares of Common Stock less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assetsi) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid SalePublic Acquisition, the Company shall cause the successor or surviving entity to assume this Agreement Warrant and the obligations of the Company hereunder on the closing thereof, and thereafter the this Warrant shall be exercisable for the same number, class, number and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised the this Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Agreement. The provisions Warrant. (ii) In the event of a Public Acquisition in which the fair market value of one share of Common Stock as determined in accordance with Section 3(a) above would be greater than the Exercise Price in effect as of immediately prior to the closing of such Public Acquisition, and the Warrantholder has not previously exercised this Warrant in full, then, in lieu of Holder’s exercise of the unexercised portion of this Warrant, this Warrant shall, as of immediately prior to such closing (but subject to the occurrence thereof) automatically cease to represent the right to purchase shares of Common Stock and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Public Acquisition on and in respect of all shares of Common Stock for which this Warrant was exercisable as of immediately prior to the closing thereof, net of the Purchase Price therefor, as if such shares had been issued and outstanding to the Warrantholder as of immediately prior to such closing, as and when such consideration is paid to the holders of the outstanding shares of Common Stock. In the event of a Public Acquisition in which the fair market value of one share of Common Stock as determined in accordance with Section 8(a3(a) shall similarly apply above would be equal to successive Merger Events.or less than the Exercise Price in effect as of immediately prior to the closing of such Public Acquisition, this Warrant will automatically and without further action of any party terminate as of immediately prior to such closing

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less preferred stock or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foreogoing (as determined in good faith by the Company’s Board of Directors) . In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided, that the foregoing assumption requirement shall not apply if the consideration payable on to be paid for or in respect of such the outstanding shares of Common Preferred Stock less in such Merger Event consists solely of cash and/or readily Marketable Securities, which, for the Purchase Price for all such shares avoidance of Common Stock (such consideration doubt, includes any right to include both the consideration payable at receive cash and/or Marketable Securities following the closing of such Merger Event and all deferred consideration payable thereafterpursuant to an escrow, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outsout, milestone payments milestone, royalty or other performance-based payments)similar arrangement. “Marketable Securities” means securities that are freely traded on The OTC Bulletin Board, and The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Area, the NYSE MKT, or the OTCQX Marketplace or the OTCQB Marketplace operated by OTC Markets Group Inc. (or any successor to any of the foregoing) or any other similar exchanges worldwide. Marketable Securities shall include any such securities issued in a Merger Event consideration regardless of whether such securities are subject to a lock-up agreement, provided that any such lock-up agreement applicable to the Warrantholder shall only be paid on the same terms as (or more favorable to the Warrantholder) and no more restrictive than the lock-up agreed to and in full force effect with respect to all holders of Preferred Stock and by all executive officers, directors and holders of at least three (3%) of the outstanding equity securities of the Company (any waiver of such lock-up for any of the foregoing shall automatically result in a waiver of the same for the Warrantholder); and the Company shall confirm the same in writing to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all date of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Merger Event, or (b) permit the Warrant to continue for the term of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be Merger Event, then, as a Merger Event that is a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less preferred stock or other securities, cash or other property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event in which the consideration received or to be received by the Company’s stockholders consists of other than cash and/or readily tradable securities, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, or (b) permit then such other entity shall assume the Warrant to continue for the term of obligations under this Agreement if the Company continues as a going concern following the closing of and any such True Asset Saleassumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors) . In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity this Warrant Agreement to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementWarrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In connection with If at any time there shall be a Merger Event that is Event, then, as a Liquid Sale where the value per share of Common Stock is greater than the exercise price then in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event, lawful provision shall be made so that the consideration payable on or in respect Warrantholder shall thereafter be entitled to receive, upon exercise of such this Agreement, the number of shares of Common Stock less or other securities or property (collectively, “Reference Property”) that the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of Warrantholder would have received in connection with such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under had exercised this Warrant and such exercise will be deemed effective Agreement immediately prior to the consummation of such Merger Event. In any such case, or (b) permit the Warrant to continue for if the term of this Warrant has not expired pursuant to Section 2 hereof, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement if with respect to the Company continues rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as a going concern following nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of any this Agreement; provided that the foregoing assumption requirement shall not apply if such True Asset SaleMerger Event is a Qualified Merger Event. In connection with a Merger Event that is not a Liquid Saleand upon Warrantholder’s written election to the Company, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall to be exercisable exchanged for the same number, class, and type of securities or other property as the consideration that Warrantholder would have received in consideration for if Warrantholder had chosen to exercise its right to have shares issued pursuant to the shares of Common Stock issuable hereunder had it exercised the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the Net Issuance provisions of this AgreementAgreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. In (i) Subject to other provisions of this Section 8, if at any time during the term of this Agreement there shall be a Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of capital stock or other securities or property (collectively, “Reference Property”) that the Warrantholder would have received in connection with a such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that is a Liquid Sale where the provisions of this Agreement (including adjustments of the Exercise Price , and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement, subject to the following subsections (ii) and (iii). (ii) If, with respect to any Merger Event, the value per of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or in respect of each outstanding share of Common Stock is greater than the exercise price then Exercise Price in effect, the Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive, in lieu of the shares of Common Stock that are issuable hereunder effect as of immediately prior to the closing of such Merger Event, then the Company shall cause this Agreement to be exchanged for the consideration payable on or that the Warrantholder would have received in respect of such shares of Common Stock less accordance with the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafterdefinitive transaction documents, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid Warrantholder had chosen to exercise its right to have shares issued pursuant to the Warrantholder as and when it is paid to the holders Net Issuance provisions of the outstanding shares of Common Stock; provided, however, in the event of a Merger Event that is an arms length sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate of the Company (a “True Asset Sale”), the Warrantholder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately Agreement prior to the consummation of such Merger Event (without having to actually exercise such right). Upon payment to Warrantholder of such consideration, the Agreement will automatically terminate and be of no further force or effect. (iii) If, with respect to any Merger Event, the value of such consideration (as determined at closing in accordance with the definitive executed transaction documents) to be paid for or (b) permit the Warrant to continue for the term in respect of this Agreement if the Company continues as a going concern following the closing of any such True Asset Sale. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Agreement and the obligations of the Company hereunder on the closing thereof, and thereafter the Warrant shall be exercisable for the same number, class, and type of securities or other property as the Warrantholder would have received in consideration for the shares each outstanding share of Common Stock issuable hereunder had it exercised is less than or equal to the Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to the closing of such closingMerger Event, and (A) the consideration to be paid for or in respect of the outstanding shares of Common Stock in such Merger Event consists solely of cash and/or readily marketable securities (a “Cash/Public Stock Acquisition”), this Agreement shall automatically terminate and subject to be of no further adjustment from time to time force or effect upon the closing of such Cash/Public Stock Acquisition; or (B) such Merger Event is not a Cash/Public Stock Acquisition (“Non-Qualified Acquisition”), then the successor or surviving entity shall assume the obligations of this Agreement in accordance with clause (i) above; provided however, that the provisions assumption of this Agreement. Warrant is not required in the event of a Non-Qualified Acquisition if the Warrantholder receives a cash amount equal to the product of the number of shares of Common Stock issuable hereunder times the Exercise Price immediately prior to or concurrently with the closing of such Non-Qualified Acquisition, and upon Warrantholder’s receipt of such payment, this Agreement shall automatically terminate and be of no further force or effect. (iv) The provisions of this Section 8(a) shall similarly apply to successive Merger Events.