Common use of Preservation of Purchase Rights in Certain Transactions Clause in Contracts

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder Holder of this Warrant shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Holder would have owned or have been entitled to receive immediately after the happening of such reorganization, reclassification, change, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, changereclassification, consolidation, merger, statutory exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizations, reclassifications, capital reorganizations, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization reorganization, or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) ), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer transfer, or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction shall cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder Warrantholders an agreement granting the Warrantholder Warrantholders the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the Warrants the kind and amount of shares and other securities and property which he they would have owned or have been entitled to receive receive, after the happening of such reclassification, change, consolidation, merger, sale sale, or conveyance conveyance, had this Warrant the Warrants been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale sale, or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution substitution, or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Article. The provisions of this Section 3.4 shall similarly apply to successive reclassificationsreclassification, capital reorganizations, consolidations, mergers, sales sales, or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale sale, or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares (other than a subdivision or combination of the outstanding Common Stock Ordinary Shares and other than a change in the par value of the Common StockOrdinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he the Warrantholder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common StockOrdinary Shares, any such issue shall be treated as an issue of Common Stock Ordinary Shares covered by the provisions of Article 36. The provisions of this Section 3.4 6.1 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares (other than a subdivision or combination of the outstanding Common Stock Ordinary Shares and other than a change in the par value of the Common StockOrdinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common StockOrdinary Shares, any such issue shall be treated as an issue of Common Stock Ordinary Shares covered by the provisions of Article 36. The provisions of this Section 3.4 6.1 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall provide 15 days prior written notice of such transaction to the Holder. At the option of the Holder, the Holder shall either (a) have the right to exercise this Warrant in full or (b) have the opportunity to require, as a condition precedent to such transaction cause transaction, that the Company require such successor or purchasing corporation, as the case may be, to execute with the Warrantholder Holder, prior to the closing of such transaction, an agreement granting the Warrantholder Holder the right thereafter, upon payment of the Exercise Warrant Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article Section 3. The provisions of this Section 3.4 3(b) shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In Subject to the terms and provisions of the Amendment, in case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction shall cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder Warrantholders an agreement granting the Warrantholder Warrantholders the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the Warrants the kind and amount of shares and other securities and property which he they would have owned or have been entitled to receive receive, after the happening of such reclassification, change, consolidation, merger, sale or conveyance conveyance, had this Warrant the Warrants been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3III. The provisions of this Section 3.4 3.03 shall similarly apply to successive reclassificationsreclassification, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than reclassification, or any consolidation or merger to which the Company is a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) party, or in case of any consolidation sale or merger conveyance to another entity of all or substantially all of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock property of the class issuable upon exercise of this Warrant) Company, or in the case of any sale, lease, transfer or conveyance to statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the property and assets of the Company as an entirety or substantially as an entiretyCompany), the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Warrantholder would have owned or have been entitled to receive immediately after the happening of such reorganization, reclassification, change, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, changereclassification, consolidation, merger, statutory exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions set forth in this Article III shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Warrant. The provisions of this Section 3.4 SECTION 3.04 shall similarly apply to successive reorganizations, reclassifications, capital reorganizations, consolidations, mergers, statutory exchanges, sales or conveyancesconveyances which occur prior to the exercise, repurchase or expiration of this Warrant. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be jointly and severally responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassifica tion, consolidation, merger, statutory exchange, sale or conveyance and of such provisions so proposed to be made, shall be mailed to the Warrantholder not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation or other entity (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation or entity of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, shall as a condition precedent to such transaction cause such successor or purchasing corporationcorporation or other entity, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Warrant Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he the Warrantholder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale sale, or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Section 2. The provisions of this Section 3.4 2(c) shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassificationcapital reorganization, capital reorganization or other change of outstanding shares of Common Stock (other than any consolidation or merger to which the Company is a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) party, or in case of any consolidation sale or merger conveyance to another entity of all or substantially all of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock assets of the class issuable upon exercise of this Warrant) Company, or in the case of any sale, lease, transfer or conveyance to statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation of into the property and assets of the Company as an entirety or substantially as an entiretyCompany), the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Warrantholder would have owned or have been entitled to receive immediately after the happening of such reclassification, changereorganization, consolidation, merger, exchange, sale or conveyance had if this Warrant had been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions set forth in this Article III shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Warrant. The provisions of this Section 3.4 3.04 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, exchanges, sales or conveyancesconveyances which occur prior to the exercise, repurchase or expiration of this Warrant. The issuer of any shares of capital stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be jointly and severally liable for all of the agreements and obligations of the Company hereunder.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company Parent with or into another corporation (other than merger with a subsidiary in which the Company Parent is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise the conversion of this Warrantthe Series A Shares) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company Parent as an entirety or substantially as an entirety, the Company mayParent shall, as a condition precedent to such transaction transaction, cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder all Holders the right thereafter, upon payment of thereafter to convert the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant Notes into the kind and amount of shares shares, and other securities and property which he the Note Holder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant the conversion right been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock, and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company the Parent other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3Article. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision reclassification, or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of to which the Company with or into another corporation (is a party other than a merger with a subsidiary or consolidation in which the Company is the continuing corporation and that does not result in any reclassificationcorporation, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer sale or conveyance to another corporation entity of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as in the case may beof any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), to execute with the this Warrantholder an agreement granting the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Warrantholder would have owned or have been entitled to receive immediately after the happening of such reorganization, reclassification, change, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, changereclassification, consolidation, merger, statutory exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions set forth in this Article III shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Warrant. The provisions of this Section 3.4 3.04 shall similarly apply to successive reorganizations, reclassifications, capital reorganizations, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation Entity (other than merger with a subsidiary in which the Company is the continuing corporation Entity and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation Entity of a substantial part of the property and assets of the Company as an entirety or substantially as an entiretyCompany, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder Holder of this Warrant shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Holder would have owned or have been entitled to receive immediately after the happening of such reorganization, reclassification, change, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, changereclassification, consolidation, merger, statutory exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Warrant. The provisions of this Section 3.4 3.3 shall similarly apply to successive reorganizations, reclassifications, capital reorganizations, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder Holder of this Warrant shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Holder would have owned or have been entitled to receive immediately after the happening of such reorganization, reclassification, change, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, changereclassification, consolidation, merger, statutory exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.this

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, reclassification or capital reorganization of the Company or other change of outstanding shares of Common Stock (other than a subdivision or a combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that said merger does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction transaction, cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall will be treated as an issue of Common Stock covered by the provisions of Article 3III. The provisions of this Section 3.4 shall 3.05 will similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. (a) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination consolidation of the outstanding Common Stock and other than Company with or a change in the par value merger of the Common Stock) Company into another corporation or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a publicly traded company, the Company may, as agrees that a condition precedent to of such transaction cause will be that the Company or such successor or purchasing corporation, as the case may be, to execute with shall assume the obligations of the Company hereunder in writing. In the case of any such consolidation, merger or sale or conveyance, the Warrantholder an agreement granting the Warrantholder shall have the right thereafter, until the expiration date upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and and/or property which he it would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock subject to adjustments which shall be issued as nearly equivalent as may be practicable to the adjustments provided for in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of this Article 3III. The provisions of this Section 3.4 3.05 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (b) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a non-publicly traded company, the Company agrees that a condition of such transaction will be that the Company shall mail to the Warrantholder at the earliest applicable time (and, in any event not less than 20 days before any record date for determining the persons entitled to receive the consideration payable in such transaction) written notice of such record date. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of this Warrant.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation or other entity (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, reclassification capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation or entity of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction cause such successor or purchasing corporationcorporation or other entity, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Warrant Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he the Warrantholder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale sale, or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Section 2. The provisions of this Section 3.4 2(c) shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder Holder of this Warrant shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, thereafter to receive upon on the exercise of this Warrant the kind and amount of shares and securities, cash or other securities and property which he the Holder would have owned or have been entitled to receive immediately after the happening of such reorganization, reclassification, change, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such action. In the event that in connection with any such reclassification, capital reorganization, changereclassification, consolidation, merger, statutory exchange, sale or conveyanceconveyance and in any such case, additional if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of Common Stock shall be issued in exchange, conversion, substitution stock or payment, in whole other securities or in part, for, or of, a security property thereafter deliverable on the exercise of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizations, reclassifications, capital reorganizations, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent to such transaction shall cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the Warrants the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive receive, after the happening of such reclassification, change, consolidation, merger, sale or conveyance conveyance, had this Warrant the Warrants been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or ofof , a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3III. The provisions of this Section 3.4 3.03 shall similarly apply to successive reclassificationsreclassification, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. (a) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination consolidation of the outstanding Common Stock and other than Company with or a change in the par value merger of the Common Stock) Company into another corporation or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a publicly traded company, the Company may, as agrees that a condition precedent to of such transaction cause shall be that the Company or such successor or purchasing corporation, as the case may be, to shall execute with the Warrantholder an agreement granting the Warrantholder the right thereafteruntil the Expiration Date, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassificationSuch agreement shall provide for adjustments, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock which shall be issued as nearly equivalent as may be practicable to the adjustments provided for in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of this Article 3II. The provisions of this Section 3.4 2.05 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (b) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a non-publicly traded company, the Company agrees that a condition of such transaction will be that the Company shall mail to the Warrantholder at the earliest applicable time (and, in any event, not less than 20 days before any record date or other date set for definitive action) written notice of the record date for such transaction to take place. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of this Warrant.

Preservation of Purchase Rights in Certain Transactions. (a) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination consolidation of the outstanding Common Stock and other than Company with or a change in the par value merger of the Common Stock) Company into another corporation or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a publicly traded company, the Company may, as agrees that a condition precedent to of such transaction cause will be that the Company or such successor or purchasing corporation, as the case may be, to shall execute with the Warrantholder an agreement granting the Warrantholder the right thereafteruntil the Expiration Date, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind kind. and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassificationSuch agreement shall provide for adjustments, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock which shall be issued as nearly equivalent as may be practicable to the adjustments provided for in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of this Article 3. Ill. The provisions of this Section 3.4 3.05 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (b) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a non-publicly traded company, the Company agrees that a condition of such transaction will be that the Company shall mail to the Warrantholders at the earliest applicable time (and, in any event not less than 20 days before any record date or other date set for definitive action) written notice of the record date for such transaction to take place. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of this Warrant.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, reclassification or capital reorganization of the Company or other change of outstanding shares of Common Stock (other than a subdivision or a combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that said merger does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction transaction, cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ARTICLE III. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.of

Preservation of Purchase Rights in Certain Transactions. In ------------------------------------------------------- case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III (including an immediate adjustment, by reason of such consolidation, merger or sale, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3III. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such merger, conversion or sale, for purposes of this Section 3.4 shall be made after giving effect to such adjustment of the Exercise Price. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a greater or lesser number of shares of Common Stock of the surviving corporation are issuable to holders of Common Stock of the company in respect of the number of shares of Common Stock of the company outstanding immediately prior to such merger or consolidation, then the Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise the conversion of this Warrantthe Shares) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company mayshall, as a condition precedent to such transaction transaction, cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder all Holders the right thereafter, upon payment of thereafter to convert the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant Shares into the kind and amount of shares shares, and other securities and property which he the Holder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant the conversion right been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock, and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 35. The provisions of this Section 3.4 5.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.. Dilutive Issuance. Except as provided in Section 5.9 below, in the event the Company shall issue additional shares of Common Stock or Common Stock Equivalents without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issuance (a "Dilutive Price"), then, and upon such event, the then Conversion Price shall be reduced concurrently with such issuance to the Conversion Price determined as follows: (i) the number of shares of Common Stock and Common Stock Equivalents outstanding immediately prior to the issuance that results in the adjustment, shall be multiplied by (ii) such Conversion Price in effect immediately prior to such issuance, and to the result (iii) shall be added the actual consideration received for the additional shares of Common Stock and Common Stock Equivalents, thereupon the resulting total (iv) shall be divided by the sum of (A) the number of shares of Common Stock and Common Stock Equivalents outstanding immediately prior to the issuance that results in the adjustment and (B) the number of additional shares of Common Stock and Common Stock Equivalents resulting in the adjustment. If the quotient thus obtained is less than the Conversion Price then in effect, such quotient shall be the adjusted Conversion Price until further adjusted as provided herein. In the event that the amount raised at the Dilutive Price is greater than an accumulated amount of $500,000 since the date of the approval of this Certificate of Designation and the average price paid is less than the Conversion Price then in effect, then the Conversion Price shall be adjusted to the lowest price paid for these securities without the calculations required by this Section 5.5

Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company may, as a condition precedent shall use its best efforts to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder Holders an agreement granting the Warrantholder Holders the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the Warrants the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant the Warrants been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article 3Section 8. The provisions of this Section 3.4 8.8 shall similarly apply to successive reclassificationsreclassification, capital reorganizations, consolidations, mergers, sales or conveyances.