Common use of PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC Clause in Contracts

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity or in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Optionholder an agreement that the Warrantholders Optionholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Option Price in effect immediately prior to such consolidation, merger or sale, action to purchase upon exercise of the Option the kind and amount of shares and other securities and property which it the Optionholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants Option been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants Option shall terminate on the date of such merger and thereupon the Warrants Option shall become null and void, void but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Option its warrants entitling option which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it the Optionholder would have owned or had been entitled to receive had the Warrants Option been exercised immediately prior to such merger. Any such The agreements referred to in this subsection 8.4 9.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event9. The provisions of this subsection 8.4 9.3 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section (4.4) shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders Warrant Holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants, its Warrants its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 10.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event10. The provisions of this subsection 8.4 10.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationthe action to purchase, merger or saleupon exercise of this Warrant, to purchase the kind and amount of shares and other securities and property which that it would have owned or have been entitled to receive after the happening of such the consolidation, merger, sale sale, or conveyance had the Warrants this Warrant been exercised immediately prior theretoto the action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section (4.4) shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders Warrant Holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants, its Warrants its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 10.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 10 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 10.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitypurchaser, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or sale, action to purchase upon exercise of the Warrants the kind and amount of shares and other securities and property which it that the Warrantholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, void but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its other warrants entitling that entitle the holder holders thereof to purchase purchase, upon exercise thereof, the kind and amount of shares and other securities and property which it that the Warrantholder would have owned or had been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to The adjustments required by this SUBSECTION 8.3 shall be effected in this subsection 8.4 shall provide for adjustments, which a manner that shall be as nearly equivalent as may be practicable to the adjustments provided for elsewhere in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such eventthis SECTION 8. The provisions of this subsection 8.4 SUBSECTION 8.3 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section 4.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares Units under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation or merger of the Company with or merger into another entity as a result of which the holders of Common Stock become holders of other shares or securities of the Company into or of another entity or person, or such holders receive cash or other assets, or in case of any sale or conveyance to another entity person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entityentity or person, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, action to purchase upon exercise of their respective Warrants the kind and amount of shares Shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants Warrant been exercised immediately prior to such mergeraction and (ii) that the Warrants shall continue in full force and effect notwithstanding the consummation of such transaction and that such person or entity shall assume the obligations of the Company hereunder. Any such The agreements referred to in this subsection 8.4 Section 8.2(c) shall provide for adjustments, adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the other provisions in this Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event8. The provisions of this subsection 8.4 Section 8.2(c) shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentirety (a "Business Combination Transaction"), the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, upon exercise exercisable at any time or from time to time during the remaining term of the Warrants and Warrant, upon payment of the Warrant Price in effect immediately prior to the consummation of such consolidation, merger or saleBusiness Combination Transaction (as the same may be adjusted thereafter pursuant to the adjustment provisions referenced below in this section 8.3), to purchase the kind and number or amount of shares and other securities and property which it the Warrantholder would have owned or have been entitled to receive immediately after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such Business Combination Transaction. In the event of a Business Combination Transaction that is implemented by means of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling (the holder thereof "Controlling Corporation Warrants"), which entitle each Warrantholder to purchase upon the exercise thereof, the kind and amount of shares and other securities and property which it the Warrantholder would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 8.3 shall similarly apply to successive consolidationsBusiness Combination Transactions. The Company will not merge or consolidate with or into any other corporation or sell all or substantially all of its property to another corporation, mergers, sales or conveyancesunless the provisions of this section 8.3 are complied with.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity or entity, in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entiretyentirety or in the case of a share exchange whereby the holders of the Company's issued and outstanding capital stock agree to exchange such capital stock for shares of capital stock of an acquiring entity, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it they would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, conveyance or conveyance share exchange had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section 8.3 shall similarly apply to successive consolidations, mergers, sales sales, conveyances or conveyancesshare exchanges.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section (4.4) shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 (4) hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section (4.4) shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company with shall be changed into or merger exchanged for securities of any other Person or cash or any other property, (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Common Stock(,) then, and in the Company into another entity or in case of any sale or conveyance to another entity of each such Triggering Event, proper provision shall be made so that, upon the property, assets or business of basis and the Company as an entirety or substantially as an entiretyterms and in the manner provided in this Warrant, the Company or Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such successor or purchasing entityTriggering Event, as to the case may beextent this Warrant is not exercised prior to such Triggering Event, shall execute with to receive at the Warrantholders an agreement that the Warrantholders shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect at the time immediately prior to the consummation of such consolidationTriggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, merger or salethe securities, to purchase the kind and amount of shares and other securities cash and property to which it such Holder would have been entitled to receive after upon the happening consummation of such consolidation, merger, sale or conveyance Triggering Event if such Holder had exercised the Warrants been exercised rights represented by this Warrant immediately prior thereto. In thereto (including the event right of a merger described in Section 368(a)(2)(E) shareholder to elect the type of the Internal Revenue Code of 1986 (or any successor provisionconsideration it will receive upon a Triggering Event), in which the Company is the surviving corporation, the right subject to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation adjustments (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior subsequent to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be corporate action) as nearly equivalent as may be practicable possible to the adjustments provided for elsewhere in this Section 8 hereof4; provided, and shall contain substantially however, (A) (1) upon the same termsconsummation of a Triggering Event described in clauses (a), conditions and provisions (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable consists of cash or (2) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are contained herein not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may(,) instead of receiving such consideration to which such Holder would have been entitled upon exercise of this Warrant, elect to receive an amount in cash upon consummation of such Triggering Event equal to the value of this Warrant immediately prior to the consummation of such eventTriggering Event calculated in accordance with the Black-Scholes formula or (B) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable does not trigger clause (A) of this sentence, the Holder at its option may(,) instead of receiving the consideration to which such Holder would have been entitled upon exercise of this Warrant, elect to receive an amount of such consideration with a value upon consummation of such Triggering Event equal to the value of this Warrant immediately prior to the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula. The provisions of this subsection 8.4 Section (4.)(3) shall similarly apply to successive consolidationsTriggering Events, mergers, sales or conveyancesbut the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination of this Warrant(.)

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company with shall be changed into or merger exchanged for securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Common Stock(,) then, and in the Company into another entity or in case of any sale or conveyance to another entity of each such Triggering Event, proper provision shall be made so that, upon the property, assets or business of basis and the Company as an entirety or substantially as an entiretyterms and in the manner provided in this Warrant, the Company or Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such successor or purchasing entityTriggering Event, as to the case may beextent this Warrant is not exercised prior to such Triggering Event, shall execute with to receive at the Warrantholders an agreement that the Warrantholders shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect at the time immediately prior to the consummation of such consolidationTriggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, merger or salethe securities, to purchase the kind and amount of shares and other securities cash and property to which it such Holder would have been entitled to receive after upon the happening consummation of such consolidation, merger, sale or conveyance Triggering Event if such Holder had exercised the Warrants been exercised rights represented by this Warrant immediately prior thereto. In thereto (including the event right of a merger described in Section 368(a)(2)(E) shareholder to elect the type of the Internal Revenue Code of 1986 (or any successor provisionconsideration it will receive upon a Triggering Event), in which the Company is the surviving corporation, the right subject to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation adjustments (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior subsequent to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be corporate action) as nearly equivalent as may be practicable possible to the adjustments provided for elsewhere in this Section 8 hereof4; provided, and shall contain substantially however, (A) (1) upon the same termsconsummation of a Triggering Event described in clauses (a), conditions and provisions (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable consists of cash or (2) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are contained herein not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may(,) instead of receiving such consideration to which such Holder would have been entitled upon exercise of this Warrant, elect to receive an amount in cash upon consummation of such Triggering Event equal to the value of this Warrant immediately prior to the consummation of such eventTriggering Event calculated in accordance with the Black-Scholes formula or (B) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable does not trigger clause (A) of this sentence, the Holder at its option may(,) instead of receiving the consideration to which such Holder would have been entitled upon exercise of this Warrant, elect to receive an amount of such consideration with a value upon consummation of such Triggering Event equal to the value of this Warrant immediately prior to the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula. The provisions of this subsection 8.4 Section 4.4 shall similarly apply to successive consolidationsTriggering Events, mergers, sales or conveyancesbut the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination of this Warrant(.)

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders each Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretotop such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after shall have agreed in writing in advance of, and as a condition to, such event) shall agree merger to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof hereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergersmerger, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Company an agreement that the Warrantholders registered holders of the Warrants shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling which entitle the holder holders thereof to purchase upon this exercise the kind and amount of shares and other securities and property which it would they could have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 section 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 8.3 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrant Holder an agreement that the Warrantholders Warrant Holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants, its Warrants its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity or in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 7.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 7.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders Warrant Holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised or converted immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants, its Warrants its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised or converted immediately prior to such merger. Any such agreements referred to in this subsection 8.4 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such eventthis Section. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another corporation or other entity or in case of any sale sale, lease, conveyance or conveyance other transfer to another corporation, person or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, person or other entity, as the case may be, shall execute with the Warrantholders Warrantholder, and the agreements governing such consolidation, merger, sale, lease, conveyance or other transfer shall require such execution of, an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationevent, merger or saleupon exercise of the Warrants, to purchase receive the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, lease, conveyance or conveyance other transfer had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. The Company shall promptly mail to each Warrantholder by first class mail, postage prepaid, notice of the execution of any such agreement. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares shares of Warrant Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions provide for terms and provisions at least as are favorable to the Warrantholder as those contained herein immediately prior to such eventin this Agreement. The provisions of this subsection 8.4 8.3 shall similarly apply to successive consolidations, mergers, sales sales, leases, conveyances or conveyancesother transfers.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrant Agent an agreement that the Warrantholders registered holders of the Warrants shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling which entitle the holder holders thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it they would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Optionholder an agreement that the Warrantholders Optionholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Options, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants Options been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares Warrants under the Warrants Options shall terminate on the date of such merger and thereupon the Warrants Options shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Options, its warrants entitling Options which entitle the holder thereof to purchase upon their exercise the kind and amount of shares Warrants and other securities and property which it would have owned or been entitled to receive had the Warrants Options been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 4.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 4.3 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrant Holder an agreement that the Warrantholders Warrant Holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section 4.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationthe action to purchase, merger or saleupon exercise of this Warrant, to purchase the kind and amount of shares and other securities and property which that it would have owned or have been entitled to receive after the happening of such the consolidation, merger, sale sale, or conveyance had the Warrants this Warrant been exercised immediately prior theretoto the action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section (4.4) shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrant Agent an agreement that the Warrantholders registered holders of the Warrants shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Common Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling which entitle the holder holders thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it they would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrant Agent an agreement that the Warrantholders registered holders of the Warrants shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1954, as amended, in which the Company is not the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants shall will terminate on the date of such merger and thereupon the Warrants shall will become null and void, but only if the controlling corporation (after such event) shall agree agrees to substitute for the Warrants its warrants entitling which entitle the holder holders thereof to 8 purchase upon their exercise the kind and amount of shares and other securities and property which it they would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrants, its warrants entitling which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Section 5.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 5 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Section 5.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1954, as amended, in which the Company is the surviving corporation, the right to purchase Shares and Underlying Warrants under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.adjustments

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1954, as amended, in which the Company is the surviving corporation, the right to purchase Shares and Underlying Warrants under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1954, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.3 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitypurchaser, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or sale, action to purchase upon exercise of the Warrants the kind and amount of shares and other securities and property which it the Warrantholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, void but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling another Warrants which entitles the holder holders thereof to purchase purchase, upon exercise thereof, the kind and amount of shares and other securities and property which it the Warrantholder would have owned or had been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in The adjustments required by this subsection Subsection 8.4 shall provide for adjustments, be effected in a manner which shall be as nearly equivalent as may be practicable to the adjustments provided for elsewhere in this Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event8. The provisions of this subsection Subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Holder an agreement that the Warrantholders Holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Options, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants Options been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants Options shall terminate on the date of such merger and thereupon the Warrants Options shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Options, its warrants entitling Options which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants Options been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 4 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 4.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitypurchaser, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or sale, action to purchase upon exercise of the Warrants the kind and amount of shares and other securities and property which it the Warrantholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, void but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its other warrants entitling which entitle the holder holders thereof to purchase purchase, upon exercise thereof, the kind and amount of shares and other securities and property which it the Warrantholder would have owned or had been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in The adjustments required by this subsection Subsection 8.4 shall provide for adjustments, be effected in a manner which shall be as nearly equivalent as may be practicable to the adjustments provided for elsewhere in this Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event8. The provisions of this subsection Subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and an property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred refereed to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Holder an agreement that the Warrantholders Holder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling which entitle the holder Holders thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it they would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Subsection 5.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 5 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Subsection 5.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Optionholder an agreement that the Warrantholders Optionholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Options, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants Options been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants Options shall terminate on the date of such merger and thereupon the Warrants Options shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Options, its warrants entitling Options which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants Options been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation, or in case of any sale or conveyance to another entity corporation of the property, assets assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Option holder an agreement that the Warrantholders Option holder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Options, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, or conveyance had the Warrants Options been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants Options shall terminate on the date of such merger and thereupon the Warrants Options shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Options, its warrants entitling Options which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants Options been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 9.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 9 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 9.4 shall similarly apply to successive consolidations, mergers, sales sales, or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or company or in case of any sale or conveyance to another entity corporation or company of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation or company, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of the Warrants, the kind and amount number of shares Warrant Shares and other securities and property which it that the Warrantholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants warrant entitling the holder thereof to purchase upon its exercise the kind and amount of shares Warrant Shares and other securities and property which it that the Warrantholder would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection Section 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 8.1 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection Section 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitypurchaser, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, action to purchase upon exercise of the Warrant the kind and amount of shares and other securities and property which it the Warrantholder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants Warrant shall terminate on the date of such merger and thereupon the Warrants Warrant shall become null and void, void but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its Warrant other warrants entitling which entitle the holder holders thereof to purchase purchase, upon exercise thereof, the kind and amount of shares and other securities and property which it the Warrantholder would have owned or had been entitled to receive had the Warrants Warrant been exercised immediately prior to such merger. Any such agreements referred to in The adjustments required by this subsection Subsection 8.4 shall provide for adjustments, be effected in a manner which shall be as nearly equivalent as may be practicable to the adjustments provided for elsewhere in this Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event8. The provisions of this subsection Subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or of conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrant Agent an agreement that the Warrantholders registered holders of the New Warrants shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each New Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each New Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the New Warrants shall terminate on the date of such merger and thereupon the New Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the New Warrants its warrants entitling which entitle the holder holders thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it they would have owned or been entitled to receive had the New Warrants been exercised immediately prior to such merger. Any such agreements agreements, referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.this

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially 7 as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares Units under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity or in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.provisions

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Holder an agreement that the Warrantholders Holder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening occurrence of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants Warrant shall terminate on the date of such merger and thereupon the Warrants Warrant shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrant its warrants entitling warrant which entitle the holder holders thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it they would have owned or been entitled to receive had the Warrants Warrant been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Subsection 5.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 5 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Subsection 5.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof hereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection Subsection 8.4 shall provide for adjustmentsadjustments that are equivalent, which shall be as nearly equivalent as may be practicable to the extent practicable, to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection Subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Holder an agreement that the Warrantholders Holder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase purchase, upon exercise of each Warrant, the kind and amount of shares of Common Stock and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants each Warrant been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares shares of Common Stock under the Warrants Warrant shall terminate on the date of such merger and thereupon the Warrants Warrant shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants Warrant its warrants entitling warrant which entitle the holder holders thereof to purchase upon their exercise the kind and amount of shares of Common Stock and other securities and property which it they would have owned or been entitled to receive had the Warrants Warrant been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 Subsection 5.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 5 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 Subsection 5.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the a Company with or merger of the a Company into another corporation or other entity or in case of any sale sale, lease, conveyance or conveyance other transfer to another corporation, person or other entity of the property, assets or business of the a Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, person or other entity, as the case may be, shall execute with the Warrantholders Warrantholder, and the agreements governing such consolidation, merger, sale, lease, conveyance or other transfer shall require such execution of, an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationevent, merger or saleupon exercise of the Warrants, to purchase receive the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, lease, conveyance or conveyance other transfer had the Warrants (and each underlying security) been exercised immediately prior theretoto such action. A Company shall promptly mail to each Warrantholder by first class mail, postage prepaid, notice of the execution of any such agreement. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the a Company is the surviving corporation, the right to purchase Shares shares of Warrant Stock under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions provide for terms and provisions at least as are favorable to the Warrantholder as those contained herein immediately prior to such eventin this Agreement. The provisions of this subsection 8.4 8.3 shall similarly apply to successive consolidations, mergers, sales sales, leases, conveyances or conveyancesother transfers.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another entity corporation (or other entity, “corporation”) or in case of any sale or conveyance to another entity corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholders Warrantholder an agreement that the Warrantholders Warrantholder shall have the right thereafter, thereafter upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidationaction to purchase, merger or saleupon exercise of the Warrants, to purchase the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior theretoto such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision)1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 8.1 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidationsconsolidation, mergers, sales or conveyances.