Common use of Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale Clause in Contracts

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act, reclassificationand its common stock is listed or quoted on a national securities exchange, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the shares Warrant Stock (including all Securities, cash or property) which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the successor or acquiring corporation or surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the CompanyCommon Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided , however , the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the successor or acquiring corporation or surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which this Option is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, Warrant Stock and the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable adjusted Warrant Price pursuant to the adjustments provided for in this Section 7 of this Option. For purposes terms and provisions of this Section 7(b4(a)(i). In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act of 1934, “as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the successor surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Triggering Event and has also elected not to receive an amount in unregistered shares equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or acquiring corporation” quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the surviving entity and/or each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall include stock assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to the Holder of this Section 7(b)Warrant and reasonably satisfactory to the Holder, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer at any time prior to the Expiration Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (A) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into another corporation (where the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is a change in or distribution with respect to the Shares merger, any Capital Stock of the Company)Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or sell(C) transfer, transfer sell or otherwise dispose of any all or substantially all of its propertyproperties or assets to any other Person, assets or business to another corporation andthen, pursuant and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, to the terms extent this Warrant is not exercised prior to such Triggering Event, to receive, and shall accept, at the Warrant Price in effect at the time immediately prior to the consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock the shares of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments and increases (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, the Issuer will not, at any time prior to the Expiration Date, effect any Triggering Event (other than a merger involving the Issuer and one or more of its wholly-owned subsidiaries), unless, prior to the consummation thereof, each Person (other than the Issuer) which as a result of such Triggering Event may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to, and reasonably satisfactory to, the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stock, either immediately or upon property as in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetssubsection (a).

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall reorganize its capitalmake appropriate provisions (in form and substance reasonably satisfactory to the Majority Warrant Holders) to insure that each of the Holders shall thereafter have the right to acquire and receive, reclassify its capital in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder’s Warrant, such shares of stock, consolidate securities or merge assets as such Holder would have received in connection with or into another corporation (where such Organic Change if such Holder had exercised its Warrant immediately prior to such Organic Change. In each such case, the Company is not the surviving corporation or where there is a change shall also make appropriate provisions (in or distribution with respect form and substance reasonably satisfactory to the Shares Majority Warrant Holders) to insure that the provisions of this Section 5 shall thereafter be applicable to the securities issued upon exercise of the Company)Warrants (including, or sell, transfer or otherwise dispose in the case of any of its propertysuch consolidation, assets merger or business to another corporation and, pursuant to sale in which the successor entity or purchasing entity is other than the Company and the value for the Common Stock reflected by the terms of such reorganizationconsolidation, reclassificationmerger or sale is less than the Exercise Price in effect immediately prior to such consolidation, mergermerger or sale, consolidation or disposition of assets, shares of common stock an immediate adjustment of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed Exercise Price to the holders of value for the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Common Stock so reflected and a corresponding immediate adjustment in the number of shares of common stock Common Stock acquirable and receivable upon the exercise of the successor or acquiring corporation or of the Company’s SharesWarrants). The Company shall not effect any such Organic Change, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately unless prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsthe consummation thereof, the successor or acquiring corporation entity (if other than the Company) shall expressly assume resulting from consolidation or merger or the due entity purchasing such assets assumes by written instrument (in form and punctual observance and performance substance satisfactory to the Majority Warrant Holders) the obligation to deliver to each such Holder such shares of each and every covenant and condition of this Option to be performed and observed by stock, securities or assets as, in accordance with the Company and all the obligations and liabilities hereunderforegoing provisions, subject to such modifications as holder may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order entitled to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsacquire.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company shall reorganize its capitalevent that the Holder has elected not to exercise this Warrant prior to the consummation of a Change of Control, reclassify its capital stock, consolidate or merge with or into another corporation (where so long as the Company is not the surviving corporation or where there Surviving Corporation pursuant to any Change of Control is a change in or distribution with respect to the Shares company that has a class of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, equity securities registered pursuant to the terms Securities Exchange Act of such reorganization1934, reclassificationas amended, mergerand its common shares are listed or quoted on a U.S. national securities exchange, consolidation or disposition of assetsthe Surviving Corporation and/or each Person (other than the Issuer) which may be required to deliver any Securities, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities cash or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of upon the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this OptionWarrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the number Holder of shares of common stock this Warrant, (A) the obligations of the successor or acquiring corporation or Issuer under this Warrant, including, without limitation, those under the Registration Rights Agreement (as defined below) (and if the Issuer shall survive the consummation of such Change of Control, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Company’s Shares, if it is the surviving corporationIssuer under this Warrant), and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by (B) the Participant of the number of Shares of for which this Option is exercisable immediately prior obligation to deliver to such event. In case of any Holder such reorganizationSecurities, reclassificationcash or property as, merger, consolidation or disposition of assets, in accordance with the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4(a), such Holder shall be entitled to receive, and the Surviving Corporation and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the Surviving Corporation and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4(a)) shall be applicable to the Securities, cash or property which the Surviving Corporation and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. If following such a Change of Control, the Surviving Corporation does not have a registered class of equity securities and common shares listed on a U.S. national securities exchange as described in the first sentence of this Section 4(a), then the Holder shall be entitled to receive compensation in accordance with the terms of Section 4.13 of the Purchase Agreement.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the successor continuing or acquiring surviving corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganizationTriggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, reclassificationhowever, mergerthe Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, consolidation or disposition the Issuer shall notify the Holder in writing of assets by such Triggering Event and provide the Participant of calculations in determining the number of Shares shares of for which Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option is exercisable immediately Section 4(a)(i). (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Option Price and the number of shares of common stock Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option, the Holder of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option is not exercised prior to such Triggering Event, to receive at the Option Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Option prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the Companynew warrant and the adjusted Option Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i). (ii) In the event that the Holder has elected not to exercise this Option is exercisable immediately prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 Holder of this Option. For purposes of this Section 7(b), “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Option (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Option) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Option shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Option or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and as a condition to each such Triggering Event, proper and adequate provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this OptionWarrant calculated in accordance with the Black-Scholes formula. For purposes Notwithstanding the foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the ninetieth (90th) day after such Triggering Event, the Issuer shall pay to the Holder an amount in cash equal to the value of the unexercised portion of this Section 7(b), “common stock Warrant as of the successor or acquiring corporation” shall include stock date of such corporation of any class which is not preferred as to dividends or assets over any other class of stock Triggering Event calculated in accordance with the Black-Scholes formula within five (5) days of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsrequest.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange, OTC Bulletin Board or the Pink Sheets. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange, OTC Bulletin Board or the Pink Sheets, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Option. For purposes Warrant according to the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange, OTC Bulletin Board or the Pink Sheets, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (i) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where ii) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for securities of any other Person or cash or any other property, or (iii) effect a share exchange or similar transaction with any other Person, or (iv) transfer all or substantially all of its properties or assets to any other Person, or (v) effect a capital reorganization or reclassification of its Capital Stock (other than any transaction covered by Section 4(b) hereof), then, and as a condition to each such Triggering Event, proper and adequate provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised in full prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this OptionWarrant prior to such Triggering Event, the number of shares of common stock or amount of the successor or acquiring corporation or of securities, cash and property to which such Holder would have been entitled upon the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result consummation of such reorganization, reclassification, merger, consolidation or disposition of assets Triggering Event if such Holder had exercised the rights represented by the Participant of the number of Shares of for which this Option is exercisable Warrant immediately prior thereto (including the right of a shareholder to such event. In case elect the type of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. In determining the kind and amount of cash, securities or other property receivable upon exercise of this Option. For purposes Warrant following the consummation of such Triggering Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Triggering Event, then the Holder shall have the right to make a similar election upon exercise of this Section 7(b)Warrant with respect to the kind and amount of cash, “common stock of securities and/or other property which the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or Holder will receive upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions exercise of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsWarrant.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the Companyoutstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, then or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Participant shall have Common Stock to the right thereafter to receive, upon exercise of this Option, the same or different number of shares of common any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of the successor shares or acquiring corporation stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of the Company’s Sharesa stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), if it is the surviving corporationthen, and Other Property receivable in the case of each such Triggering Event, proper provision shall be made so that, upon or as a result the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such reorganizationTriggering Event, reclassificationto the extent this Warrant is not exercised prior to such Triggering Event, merger, consolidation or disposition of assets by to receive at the Participant of Warrant Price in effect at the number of Shares of for which this Option is exercisable time immediately prior to the consummation of such event. In case Triggering Event in lieu of any the Common Stock issuable upon such reorganization, reclassification, merger, consolidation or disposition exercise of assetsthis Warrant prior to such Triggering Event, the successor or acquiring corporation (securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder a written acknowledgement executed by the President or Chief Financial Officer of the Company, reclassificationsstating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, mergerswithout limitation, consolidations all of the provisions of this subsection (a)) shall be applicable to the securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, other than any event set forth in Section 4(b) below, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this OptionWarrant calculated in accordance with the Black-Scholes formula. For purposes Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Section 7(b)Warrant calculated in accordance with the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, “as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive shares of Common Stock in an amount equal to eighty percent (80%) of the Companyaverage VWAP of the Common Stock for the forty (40) Trading Days preceding the date of such Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive shares of Common Stock pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the Companyoutstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, then or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Participant shall have Common Stock to the right thereafter to receive, upon exercise of this Option, the same or different number of shares of common any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of the successor shares or acquiring corporation stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of the Company’s Sharesa stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), if it is the surviving corporationthen, and Other Property receivable in the case of each such Triggering Event, proper provision shall be made so that, upon or as a result the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such reorganizationTriggering Event, reclassificationto the extent this Warrant is not exercised prior to such Triggering Event, merger, consolidation or disposition of assets by to receive at the Participant of Warrant Price in effect at the number of Shares of for which this Option is exercisable time immediately prior to the consummation of such event. In case Triggering Event in lieu of any the Common Stock issuable upon such reorganization, reclassification, merger, consolidation or disposition exercise of assetsthis Warrant prior to such Triggering Event, the successor or acquiring corporation (securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder a written acknowledgement executed by the President or Chief Financial Officer of the Company, reclassificationsstating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, mergerswithout limitation, consolidations all of the provisions of this subsection (a)) shall be applicable to the securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments and increases (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for in Section 4 hereof. (ii) Notwithstanding anything contained in this Section 7 Warrant to the contrary, the Issuer will not effect any Triggering Event unless, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersstating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, consolidations without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Unless the surviving entity in any such Triggering Event is a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where c) transfer all or substantially all of its properties or assets in one or more related transactions to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments and increases (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for in Section 4 hereof. (ii) Notwithstanding anything contained in this Section 7 Warrant to the contrary, the Issuer will not effect any Triggering Event unless, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersstating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, consolidations without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (A) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that in the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the successor or acquiring corporation or Common Stock for the Trading Day immediately preceding the date of consummation of the Companyapplicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganizationTriggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, reclassification, merger, consolidation cash or disposition property and the adjusted Warrant Price pursuant to the terms and provisions of assets by this Section 4(a)(i). (ii) In the Participant of event that the number of Shares of for which Holder has elected not to exercise this Option is exercisable immediately Warrant prior to such event. In case the consummation of any such reorganization, reclassification, merger, consolidation or disposition a Triggering Event and has also elected not to receive an amount in cash equal to the value of assetsthis Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. In the event that the surviving entity in any such Triggering Event is not a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), then the Holder, at its option, shall be permitted to require that the Company pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, reclassificationswithout limitation, mergersall of the provisions of this subsection (a)) shall be applicable to the Securities, consolidations cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company after the Initial Exercise Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation (where any other Person and the Company shall not be the continuing or surviving corporation 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 shares of Capital Stock of the Company shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Exercise Price in or distribution with respect effect at the time immediately prior to the Shares consummation of such Triggering Event, in lieu of the CompanyCommon Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), or sell, transfer or otherwise dispose of any of its property, assets or business subject to another corporation and, pursuant adjustments (subsequent to such corporate action) as nearly equivalent as possible to the terms adjustments provided for elsewhere in this Section 3, and the Exercise Price shall be adjusted to equal the product of such reorganization, reclassification, merger, consolidation or disposition (A) the closing price of assets, shares of the common stock of the successor continuing or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring surviving corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganizationTriggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Initial Exercise Date; provided, reclassificationhowever, mergerthe Holder at its option may elect to receive an amount in registered shares of Common Stock or, consolidation or disposition if no registered shares of assets by Common Stock are available to be issued to the Participant Holder, in unregistered shares of Common Stock, equal to the value of this Warrant calculated in accordance with the Black-Scholes formula with a Black-Scholes volatility of 90%; provided, further, that if the Company issues registered shares of Common Stock, the value of such shares shall be based on the fair market value of such shares on the date immediately preceding the Triggering Event, and if the Company issues unregistered shares of Common Stock (x) the Company certifies to the Holder that the Company does not have a sufficient number of registered shares of Common Stock available to issue to the Holder, (y) the Company has not had a failed registration statement within the six months preceding the Triggering Event, and (z) the value of such unregistered shares shall be based on a 20% discount to the closing bid price on the date immediately preceding the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of Warrant Shares issuable upon exercise of for which the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of Warrant Shares and the adjusted Exercise Price pursuant to the terms and provisions of this Option Section 3(d)(i). Notwithstanding the foregoing to the contrary, this Section 3(d)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the Company) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be performed entitled to receive, and observed the surviving entity and/or each such Person shall have similarly delivered to such Holder an opinion of counsel for the surviving entity and/or each such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board President or Chief Financial Officer of the Company, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable applicable to the adjustments provided for in this Section 7 Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Option. Warrant or the exercise of any rights pursuant hereto. (iii) For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.Warrant:

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior to such Triggering Event (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations used in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetssubsection (a).

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company after the Original Issuance Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation any other individual or entity (where “Person”)and the Company is shall not be the continuing or surviving corporation of such consolidation or where there is 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 or preferred stock (“Capital Stock”) of the Company shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Exercise Price shall be adjusted to equal the product of (A) the closing price of the common stock of the successor continuing or acquiring surviving corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganizationTriggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the per share Fair Market Value of the Common Stock as of the date immediately preceding the Original Issuance Date; provided, reclassificationhowever, mergerthe Holder at its option may elect to receive an amount in cash equal to the lesser of (a) the value of this Warrant calculated in accordance with the Black-Scholes formula; and (b) $1.00 (subject to adjustment in the event the Company affects a stock split) per Warrant Share. Immediately upon the occurrence of a Triggering Event, consolidation or disposition the Company shall notify the Holder in writing of assets by such Triggering Event and provide the Participant of calculations in determining the number of shares of Warrant Shares issuable upon exercise of for which the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Shares and the adjusted Exercise Price pursuant to the terms and provisions of this Option Section 4(E)(i). Notwithstanding the foregoing to the contrary, this Section 4(E)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(E)(i) above (and subject to the limit described in Section 4(E)(i), above), so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the Company) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Company under this Warrant (and all if the Company shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant) and liabilities hereunder, subject (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (ii), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Company, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (ii)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Unless the surviving entity in any such Triggering Event is a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Company pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Unless the surviving entity in any such Triggering Event is subject to the reporting requirements under Sections 13 or 15(d) the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Company pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Xxxxxx had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the successor continuing or acquiring surviving corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganizationTriggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, reclassificationhowever, mergerthe Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, consolidation or disposition the Issuer shall notify the Holder in writing of assets by such Triggering Event and provide the Participant of calculations in determining the number of Shares shares of for which Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into MERU NETWORKS, INC. CLASS A WARRANT TO PURCHASE COMMON STOCK or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act, reclassificationand its common stock is listed or quoted on a national securities exchange, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall MERU NETWORKS, subject INC. CLASS A WARRANT TO PURCHASE COMMON STOCK survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the shares Warrant Stock (including all Securities, cash or property) which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “ Triggering Event ”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4 , provided, however , the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i) . Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act, reclassificationand its common stock is listed or quoted on a national securities exchange, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a) , such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a) ) shall be applicable to the shares Warrant Stock (including all Securities, cash or property) which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and as a condition to each such Triggering Event, proper and adequate provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this OptionWarrant calculated in accordance with the Black-Scholes formula. For purposes Notwithstanding the foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the ninetieth (90th) day after such Triggering Event, the Issuer shall pay to the Holder an amount in cash equal to the value of the unexercised portion of this Section 7(b), “common stock Warrant as of the successor or acquiring corporation” shall include stock date of such corporation of any class which is not preferred as to dividends or assets over any other class of stock Triggering Event calculated in accordance with the Black-Scholes formula within five (5) days of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsrequest.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option is exercisable immediately Section 4(a)(i). (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetssubsection (a).

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Option. For purposes Warrant according to the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option is exercisable immediately Section 4(a)(i). (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Ordinary Shares aresuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided , however , the Holder at its option may elect to receive an amount in unregistered Ordinary Shares of the Companysurviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further , such Ordinary Shares shall be valued at a twenty percent (20%) discount to the VWAP of the Ordinary Shares for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganizationTriggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act of 1934, reclassificationas amended, mergeror its Ordinary Shares are not listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assets by the Participant OTC Bulletin Board, then the Holder at its option may elect to receive an amount in unregistered shares of the number of Ordinary Shares of for which the surviving entity equal to the value of this Option is exercisable immediately Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in unregistered shares equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its Ordinary Shares are listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act, reclassificationand its common stock is listed or quoted on a national securities exchange, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetssubsection (a).

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into MERU NETWORKS, INC. CLASS B WARRANT TO PURCHASE COMMON STOCK or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act, reclassificationand its common stock is listed or quoted on a national securities exchange, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall MERU NETWORKS, subject INC. CLASS B WARRANT TO PURCHASE COMMON STOCK survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the shares Warrant Stock (including all Securities, cash or property) which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Option. For purposes Warrant according to the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the Companyoutstanding Voting Stock of the merged or consolidated entity immediately after such merger or consolidation, then or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change the Participant shall have Common Stock to the right thereafter to receive, upon exercise of this Option, the same or different number of shares of common any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than the successor transactions executed in connection with the Plan or acquiring corporation by way of a stock split or combination of the Company’s Sharesshares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), if it is the surviving corporationthen, and Other Property receivable in the case of each such Triggering Event, proper provision shall be made so that, upon or as a result the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such reorganizationTriggering Event, reclassificationto the extent this Warrant is not exercised prior to such Triggering Event, merger, consolidation or disposition of assets by to receive at the Participant of Warrant Price in effect at the number of Shares of for which this Option is exercisable time immediately prior to the consummation of such event. In case Triggering Event in lieu of any the Common Stock issuable upon such reorganization, reclassification, merger, consolidation or disposition exercise of assetsthis Warrant prior to such Triggering Event, the successor or acquiring corporation (securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder a written acknowledgement executed by the President or Chief Financial Officer of the Company, reclassificationsstating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, mergerswithout limitation, consolidations all of the provisions of this subsection (a)) shall be applicable to the securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4; provided, however, in the event that the Per Share Market Value is less than the Warrant Price at the time of such Triggering Event, the Holder shall receive an amount in cash equal to the value of this OptionWarrant calculated in accordance with the Black-Scholes formula. For purposes Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Section 7(b)Warrant calculated in accordance with the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, “as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “ Triggering Event ”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior to such Triggering Event (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations used in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganizationTriggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, reclassificationthis Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, mergeras amended, consolidation and its common stock is listed or disposition quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of assets by 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the Participant OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant as of the number date of Shares of for which the Triggering Event calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Option is exercisable immediately Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant Amended Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided , however , the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the successor or acquiring corporation or surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further , such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the CompanyCommon Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which this Option is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, Warrant Stock and the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable adjusted Warrant Price pursuant to the adjustments provided for in this Section 7 of this Option. For purposes terms and provisions of this Section 7(b4(a)(i). In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act of 1934, “as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the successor surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Triggering Event and has also elected not to receive an amount in unregistered shares equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or acquiring corporation” quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the surviving entity and/or each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall include stock assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and as a condition to each such Triggering Event, proper and adequate provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this OptionWarrant calculated in accordance with the Black-Scholes formula. For purposes Notwithstanding the foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the thirtieth (30th) day after such Triggering Event, the Issuer shall pay to the Holder an amount in cash equal to the value of the unexercised portion of this Section 7(b), “common stock Warrant as of the successor or acquiring corporation” shall include stock date of such corporation of any class which is not preferred as to dividends or assets over any other class of stock Triggering Event calculated in accordance with the Black-Scholes formula within five (5) days of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsrequest.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4 , provided, however , the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or Person as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i) . Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is exercisable immediately listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act, reclassificationand its common stock is listed or quoted on a national securities exchange, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any shares of Warrant Stock (including all Securities, cash or property) upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a) , such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a) ) shall be applicable to the shares Warrant Stock (including all Securities, cash or property) which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. In the event that the surviving entity in any such Triggering Event is not a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), then the Holder, at its option, shall be permitted to require that the Company pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, reclassificationswithout limitation, mergersall of the provisions of this subsection (a)) shall be applicable to the Securities, consolidations cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the successor continuing or acquiring surviving corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganizationTriggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, reclassificationhowever, mergerthe Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, consolidation or disposition the Issuer shall notify the Holder in writing of assets by such Triggering Event and provide the Participant of calculations in determining the number of Shares shares of for which Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, the Issuer will not effect any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, reclassificationswithout limitation, mergersall of the provisions of this subsection (a)) shall be applicable to the Securities, consolidations cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company after the Original Issuance Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation any other individual or entity (where “Person”) and the Company is shall not be the continuing or surviving corporation of such consolidation or where there is 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 or preferred stock (“Capital Stock”) of the Company shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Exercise Price shall be adjusted to equal the product of (A) the closing price of the common stock of the successor continuing or acquiring surviving corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganizationTriggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the per share Fair Market Value of the Common Stock as of the date immediately preceding the Original Issuance Date; provided, reclassificationhowever, mergerthe Holder at its option may elect to receive an amount in cash equal to the lesser of (a) the value of this Warrant calculated in accordance with the Black-Scholes formula; and (b) $1.00 (subject to adjustment in the event the Company affects a stock split) per Warrant Share. Immediately upon the occurrence of a Triggering Event, consolidation or disposition the Company shall notify the Holder in writing of assets by such Triggering Event and provide the Participant of calculations in determining the number of shares of Warrant Shares issuable upon exercise of for which the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Shares and the adjusted Exercise Price pursuant to the terms and provisions of this Option Section 4(E)(i). Notwithstanding the foregoing to the contrary, this Section 4(E)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1933, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1933, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(E)(i) above (and subject to the limit described in Section 4(E)(i), above), so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1933, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the Company) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Company under this Warrant (and all if the Company shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant) and liabilities hereunder, subject (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Company, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issuance Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, an “Adjustment Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Adjustment Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Adjustment Event, to the extent this Warrant is not exercised prior to such Adjustment Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Adjustment Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsAdjustment Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Adjustment Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Unless the surviving entity in any such Adjustment Event is a public company under the Exchange Act, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this OptionWarrant. For purposes Notwithstanding anything to the contrary provided herein, a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Issuer shall not be an Adjustment Event, and provided further, neither the Issuer nor the surviving entity shall deliver the instruments, opinions or other documents in accordance with Section 4(a)(ii) upon such migratory merger. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Adjustment Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Adjustment Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. 4.1.1 In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 Article 4. Unless the surviving entity in any such Triggering Event is a public company under the Securities Exchange Act of 1934, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Markets (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Company pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. 4.1.2 Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4.1, such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection Section 4.1) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (A) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which the Holder would have been entitled upon the consummation of such Triggering Event if the Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that in the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the successor or acquiring corporation or Common Stock for the Trading Day immediately preceding the date of consummation of the Companyapplicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganizationTriggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, reclassification, merger, consolidation cash or disposition property and the adjusted Warrant Price pursuant to the terms and provisions of assets by this Section 4(a)(i). (ii) In the Participant of event that the number of Shares of for which Holder has elected not to exercise this Option is exercisable immediately Warrant prior to such event. In case the consummation of any such reorganization, reclassification, merger, consolidation or disposition a Triggering Event and has also elected not to receive an amount in cash equal to the value of assetsthis Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the CompanyIssuer under this Warrant) in order and (B) the obligation to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable deliver to the adjustments provided for Holder such Securities, cash or property as, in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of accordance with the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), the Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationsthe Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to the Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (A) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the CompanyCommon Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganizationTriggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, reclassification, merger, consolidation cash or disposition property and the adjusted Warrant Price pursuant to the terms and provisions of assets by this Section 4(a)(i). (ii) In the Participant of event that the number of Shares of for which Holder has elected not to exercise this Option is exercisable immediately Warrant prior to such event. In case the consummation of any such reorganization, reclassification, merger, consolidation or disposition a Triggering Event and has also elected not to receive an amount in cash equal to the value of assetsthis Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a). Following a Triggering Event, such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation (where the Company is not Issuer and the Issuer shall be the continuing or surviving corporation Person but, in connection with such consolidation or where there is a change in or distribution with respect to the Shares merger, any Capital Stock of the Company)Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or sell(c) transfer, transfer sell or otherwise dispose of any all or substantially all of its propertyproperties or assets to any other Person, assets or business to another corporation and(d) effect a capital reorganization or reclassification of its Capital Stock, pursuant then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled (x) upon the exercise hereof at any time after the consummation of such Triggering Event, to the terms extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments and increases (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for in Section 4 hereof or (y) to sell this Section 7 Warrant (or, at such Holder’s election, a portion hereof) concurrently with the Triggering Event to the Person continuing after or surviving such Triggering Event, or to the Issuer (if Issuer is the continuing or surviving Person) at a sales price equal to the amount of cash, property and/or Securities to which a holder of the number of shares of Common Stock which would otherwise have been delivered upon the exercise of this Option. For purposes Warrant would have been entitled upon the effective date or closing of any such Triggering Event (the “Event Consideration”), less the amount or portion of such Event Consideration having a fair value equal to the aggregate Warrant Price applicable to this Warrant or the portion hereof so sold. (ii) Notwithstanding anything contained in this Warrant to the contrary, the Issuer will not effect any Triggering Event unless, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. (iii) If with respect to any Triggering Event, the Holder of this Warrant has exercised its right as provided in clause (y) of subparagraph (i) of this subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees that as a condition to the consummation of any such Triggering Event the Issuer shall secure such right of Holder to sell this Warrant to the Person continuing after or surviving such Triggering Event and the Issuer shall not effect any such Triggering Event unless upon or prior to the consummation thereof the amounts of cash, property and/or Securities required under such clause (y) are delivered to the Holder of this Warrant. The obligation of the Issuer to secure such right of the Holder to sell this Warrant shall be subject to such Holder’s reasonable cooperation with the Issuer, including, without limitation, the giving of customary representations and warranties to the purchaser in connection with any such sale. Prior notice of any Triggering Event shall be given to the Holder of this Warrant in accordance with Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets11 hereof.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where the Company is holders of outstanding Voting Stock prior to such merger or consolidation do not own over 50% of the surviving corporation outstanding Voting Stock of the merged or where there is a consolidated entity immediately after such merger or consolidation, or (b) sell all or substantially all of its properties or assets to any other Person, or (c) change in or distribution with respect the Common Stock to the Shares same or different number of the Companyshares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or sell(d) effect a capital reorganization (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), transfer or otherwise dispose then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of its propertysuch Triggering Event, assets or business to another corporation and, pursuant to the terms extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such reorganizationTriggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, reclassificationthe securities, mergercash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, consolidation subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. The Issuer will not effect any consolidation, merger or disposition of assetssale or conveyance unless prior to the consummation thereof, shares of common stock of the successor or acquiring corporationentity (if other than the Issuer) and, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of if an entity different from the successor or acquiring corporation (“Other Property”)entity, are to be received by the entity whose capital stock or distributed to assets the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, the number of shares of common stock Common Stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or Issuer are entitled to receive as a result of such reorganizationconsolidation, reclassificationmerger or sale or conveyance assumes by written instrument the obligations under this Section 4 and the obligations to deliver to the holder of this Warrant such shares of stock, mergersecurities or assets as, consolidation or disposition of assets by in accordance with the Participant of foregoing provisions, the number of Shares of for which holder may be entitled to acquire. (ii) Notwithstanding anything contained in this Option is exercisable immediately Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to such event. In case of any such reorganizationthe consummation thereof, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of Holder such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, reclassificationsstating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, mergerswithout limitation, consolidations all of the provisions of this subsection (a)) shall be applicable to the securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the successor or acquiring corporation or Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the Companynew warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetssubsection (a).

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event"): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Option. For purposes of this Section 7(b), “common stock of Warrant according to the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsBlack-Scholes formula.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Series B issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the successor or acquiring corporation or surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the CompanyCommon Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, reclassification, merger, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company Corporation after the Commencement Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a "Triggering Event”): (i) consolidate or merge with or into another corporation any other entity (where the Company is not the surviving corporation in one or where there is a change series of transactions) which results in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter Corporation’s capital stock pursuant to receive, upon exercise of this Option, the number of shares of common stock such consolidation or merger holding less than a majority of the successor or acquiring corporation or voting rights of the Company’s Shares, if it is the surviving corporation, including, without limitation, the right to elect a majority of the board of directors of the surviving corporation, or (ii) transfer all or substantially all of its properties or assets to any other entity, or (iii) effect a capital reorganization or reclassification of its capital stock where the holders of the Corporation’s capital stock prior to such recapitalization or reclassification hold less than a majority of voting rights of the Corporation after such recapitalization or reclassification, including, without limitation, the right to elect a majority of the board of directors of the surviving corporation, other than any event set forth in Section 3.4, then, and Other Property receivable in the case of each such Triggering Event, proper provision shall be made so that, upon or as a result the basis and the terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise hereof at any time after the consummation of such reorganizationTriggering Event, reclassificationto the extent this Warrant is not exercised prior to such Triggering Event, merger, consolidation or disposition of assets by to receive at the Participant of Warrant Price in effect at the number of Shares of for which this Option is exercisable time immediately prior to the consummation of such event. In case Triggering Event in lieu of any the Common Stock issuable upon such reorganization, reclassification, merger, consolidation or disposition exercise of assetsthis Warrant prior to such Triggering Event, the successor or acquiring corporation securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 3; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Option. For purposes of this Section 7(b), “common stock of Warrant calculated in accordance with the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsBlack-Scholes formula.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (A) consolidate or merge with or into another corporation (where any other Person and the Company is Issuer shall not be the continuing or surviving corporation of such consolidation or where there is merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 change capital reorganization or reclassification of its Capital Stock, then, and in or distribution with respect the case of each such Triggering Event, proper provision shall be made to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, Warrant Price and the number of shares of common stock Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the successor Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive, or acquiring corporation or the Issuer at its option may require the Holder to receive, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the CompanyCommon Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s Sharesrequest, if it is the continuing or surviving corporation, and Other Property receivable upon or corporation as a result of such reorganization, reclassification, merger, consolidation or disposition Triggering Event shall issue to the Holder a new warrant of assets by like tenor evidencing the Participant of right to purchase the adjusted number of Shares shares of for which Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Option Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is exercisable immediately a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula as stated above. (ii) In the event that the Holder has elected not to exercise this Warrant prior to such event. In case the consummation of a Triggering Event and has also elected not to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity pursuant to any such reorganizationTriggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, reclassificationas amended, mergerand its common stock is listed or quoted on a national securities exchange, consolidation national automated quotation system or disposition of assetsthe OTC Bulletin Board, the successor or acquiring corporation surviving entity and/or each Person (if other than the CompanyIssuer) shall expressly assume which may be required to deliver any Securities, cash or property upon the due and punctual observance and performance of each and every covenant and condition exercise of this Option to be performed Warrant as provided herein shall assume, by written instrument delivered to, and observed by reasonably satisfactory to, the Company and all Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and liabilities hereunderif the Issuer shall survive the consummation of such Triggering Event, subject such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such modifications as may be deemed appropriate (as determined Holder such Securities, cash or property as, in good faith by resolution of accordance with the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the surviving entity and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company shall reorganize its capitalevent that the Holder has elected not to exercise this Warrant prior to the consummation of a Change of Control, reclassify its capital stock, consolidate or merge with or into another corporation (where so long as the Company is not the surviving corporation or where there Surviving Corporation pursuant to any Change of Control is a change in or distribution with respect to the Shares company that has a class of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, equity securities registered pursuant to the terms Securities Exchange Act of such reorganization1934, reclassificationas amended, mergerand its Common Stock are listed or quoted on a U.S. national securities exchange, consolidation or disposition of assetsthe Surviving Corporation and/or each Person (other than the Issuer) which may be required to deliver any Securities, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities cash or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of upon the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this OptionWarrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the number Holder of shares of common stock this Warrant, (A) the obligations of the successor or acquiring corporation or Issuer under this Warrant, including, without limitation, those under the Registration Rights Agreement (as defined below) (and if the Issuer shall survive the consummation of such Change of Control, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Company’s Shares, if it is the surviving corporationIssuer under this Warrant), and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by (B) the Participant of the number of Shares of for which this Option is exercisable immediately prior obligation to deliver to such event. In case of any Holder such reorganizationSecurities, reclassificationcash or property as, merger, consolidation or disposition of assets, in accordance with the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4(a), such Holder shall be entitled to receive, and the Surviving Corporation and/or each such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for the Surviving Corporation and/or each such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4(a)) shall be applicable to the Securities, cash or property which the Surviving Corporation and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. If following such a Change of Control, the Surviving Corporation does not have a registered class of equity securities and Common Stock listed on a U.S. national securities exchange as described in the first sentence of this Section 4(a), then the Holder shall be entitled to receive compensation in accordance with the terms of Section 4.13 of the Purchase Agreement.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate or merge with or into another any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (where b) permit any other Person to consolidate with or merge into the Company Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or 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 Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (if other than including the Company) shall expressly assume right of a shareholder to elect the due and punctual observance and performance type of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderconsideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4; provided, however, in the event that the Per Share Market Value is less than the Warrant Price at the time of such Triggering Event, the Holder shall receive an amount in cash equal to the value of this OptionWarrant calculated in accordance with the Black-Scholes formula. For purposes Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Section 7(b)Warrant calculated in accordance with the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, “as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtednessthe Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, shares of stock cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Change of Control, so long as the Surviving Corporation pursuant to any Change of Control is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its Ordinary Shares are listed or quoted on a U.S. national securities exchange, the Surviving Corporation and/or each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant, including, without limitation, those under the Purchase Agreement (as defined below) (and if the Issuer shall survive the consummation of such Change of Control, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant), and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this Section ‎4‎(a), such Holder shall be entitled to receive, and the Surviving Corporation and/or each such Person shall have similarly delivered to such Holder an opinion of counsel for the Surviving Corporation and/or each such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section ‎4‎(a)) shall be applicable to the Securities, cash or property which the Surviving Corporation and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. If following such a Change of Control, the Surviving Corporation does not have a registered class of equity securities and Ordinary Shares listed on a U.S. national securities exchange as described in the first sentence of this Section ‎4‎(a), then the Holder shall be entitled to receive compensation in accordance with the terms set forth below in this Section 4(a). Notwithstanding anything to the contrary, in the circumstances set forth in the immediately preceding sentence, the Company (or the Successor Entity (as defined below)) shall reorganize its capitalbe required to purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Change of Control; provided, reclassify its capital stockhowever, consolidate that, if the Change of Control is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or merge with or into another corporation (where any successor entity in a Change of Control in which the Company is not the surviving corporation survivor (each, a “Successor Entity”) the same type or where there is a change form of consideration (and in or distribution with respect to the Shares same proportion), at the Black Scholes Value of the Company)unexercised portion of this Warrant, or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed that is being offered and paid to the holders of Ordinary Shares of the CompanyCompany in connection with the Change of Control, then whether that consideration be in the Participant shall form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms of consideration in connection with the Change of Control; provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Change of Control, such holders of Common Stock will be deemed to have received common equity of the right thereafter to receive, upon exercise Successor Entity in such Change of Control. “Black Scholes Value” means the value of this Option, Warrant based on the number of shares of common stock Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the successor or acquiring corporation or day of consummation of the Company’s Sharesapplicable Change of Control for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Change of Control and the end of the Term, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Change of Control, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if it is any, plus the surviving corporationvalue of any non-cash consideration, if any, being offered in such Change of Control and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by (ii) the Participant Per Share Market Value during the period beginning on the Trading Day immediately preceding the public announcement of the number applicable contemplated Change of Shares Control and ending on date of for which this Option is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution consummation of the Board applicable Change of Control and (D) a remaining option time equal to the time between the date of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock public announcement of the successor or acquiring corporation” shall include stock applicable contemplated Change of such corporation Control and the end of any class which is not preferred as to dividends or assets over any other class the Term and (E) a zero cost of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stockborrow. The foregoing provisions payment of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations the Black Scholes Value will be made by wire transfer of immediately available funds (or disposition such other consideration) within five Business Days of assetsthe date of consummation of the Change of Control.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where 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 Capital Stock, then, and in the Company case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation (Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if other than such Holder had exercised the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of rights represented by this Option to be performed and observed by the Company and all the obligations and liabilities hereunderWarrant immediately prior thereto, subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. (ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Option. For purposes Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Section 7(b)Warrant, “common stock (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder an opinion of counsel for such Person, reclassificationswhich counsel shall be reasonably satisfactory to such Holder, mergersor in the alternative, consolidations a written acknowledgement executed by the President or disposition Chief Financial Officer of assetsthe Company, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Company Issuer after the Original Issue Date shall reorganize its capitaldo any of the following (each, reclassify its capital stock, a “Triggering Event”): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into another corporation the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (where c) transfer all or substantially all of the Company assets of the Issuer and its Subsidiaries, taken as a whole, to any other Person (other than a Subsidiary) in connection with which the Issuer is dissolved, or (d) effect a capital reorganization or reclassification of the Common Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the surviving corporation or where there is a change Warrant Price in or distribution with respect effect at the time immediately prior to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms consummation of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or Triggering Event in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, Common Stock issuable upon such exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately Warrant prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assetsTriggering Event, the successor or acquiring corporation Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right to elect the type of consideration, if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunderapplicable), subject to adjustments (subsequent to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Companycorporate action) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable possible to the adjustments provided for elsewhere in this Section 7 4. Unless the surviving entity in any such Triggering Event is a public company under the Exchange Act, the common equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Option. For purposes Warrant. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Section 7(b)Warrant as provided herein shall assume, “common stock by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the successor or acquiring corporation” Issuer under this Warrant (and if the Issuer shall include stock survive the consummation of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of Triggering Event, such corporation and which is not subject to redemption assumption shall be in addition to, and shall also include not release the Issuer from, any evidences continuing obligations of indebtedness, the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock Securities, cash or other securities which are convertible into or exchangeable for any such stockproperty as, either immediately or upon in accordance with the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly apply delivered to successive reorganizationssuch Holder, reclassificationsan opinion of counsel for such Person, mergerswhich shall be reasonably satisfactory to the Holder, consolidations stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or disposition property which such Person may be required to deliver upon any exercise of assetsthis Warrant or the exercise of any rights pursuant hereto.