Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification reclassification, recapitalization, reorganization or change of outstanding securities of the class issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company with or into another corporation (corporation, other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option)Warrant, or (iii) in case of any sale of all or transfer to another corporation substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant, providing that the holder Holder of this Option Warrant shall have the right to exercise such suc h new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, recapitalization, reorganization, change, consolidation, merger, sale or transfermerger by a holder of one share of Common Stock. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 5. No consolidation or merger of Schedule A. the Company with or into another corporation referred to in the first sentence of this paragraph (a) shall be consummated unless the successor or purchasing corporation referred to above shall have agreed to issue a new Warrant as provided in this Section 5. The provisions of this subsection 1(a(a) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains the Warrants remain outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option the Warrants (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (iithe Warrants) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or changechange of rights of outstanding securities issuable upon exercise of the Warrants, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optionthe Warrants), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option Warrants providing that the holder holders of this Option the Warrants shall have the right to exercise such new Option Warrants (upon terms not less favorable to the holder holders than those then applicable to this Optionthe Warrants) and to receive upon such exercise, in lieu of each share of Common Stock or other security theretofore issuable upon exercise of this Optionthe Warrants, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidationconsolidation or merger by the holder of one share of Common Stock or other security issuable upon exercise of the Warrants had the Warrants been exercised immediately prior to such reclassification, change, consolidation or merger, sale or transfer. Such new Option Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a6(a) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this the Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option Options shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 5A. The provisions of this subsection 1(aSection 5A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of of: (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), Warrant; (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification reclassification, change or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination exchange of outstanding securities issuable upon the exercise of this OptionWarrant), ; or (iii) any sale or transfer to another corporation of all, or substantially all, of the property of the Company as an entirety or substantially as an entiretyCompany, then, and in each such event, the Company, Company or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing Warrant of like form, tenor and effect and which will provide that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive purchase upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which Warrant shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Section 1 of Schedule A. The Article III and the provisions of this subsection 1(a) Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this the Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, changechange , consolidation, merger, sale or transfer. Such new Option Options shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 5A. The provisions of this subsection 1(aSection 5A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this OptionWarrant), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this OptionWarrant), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Warrant shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of of: (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), Warrant; (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification reclassification, change or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination exchange of outstanding securities issuable upon the exercise of this OptionWarrant), ; or (iii) any sale or transfer to another corporation of all, or substantially all, of the property of the Company as an entirety or substantially as an entiretyCompany, then, and in each such event, the Company, Company or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing Warrant of like form, tenor and effect and which will provide that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive purchase upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which Warrant shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant, and the adjustments provided for in this Section 1 of Schedule A. The Article III and the provisions of this subsection 1(a) Section 3.2 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option the Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company's stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities the Shares issuable upon the exercise of this OptionWarrant), or (iii) in case of any sale of all or transfer to another corporation substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company, or such successor or purchasing corporation, corporation as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant, providing that the holder of this Option Warrant shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant, and to receive procure upon such exerciseexercise and payment of the same aggregate Exercise Price, in lieu of each share of Common Stock the Shares theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale of all or transfersubstantially all of the Company's assets or merger by a holder of an equivalent number of Shares. Such new Option Warrant shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 Paragraph “(A)” of Schedule A. this Article “4” of this Warrant. The provisions of this subsection 1(a) Paragraph “(A)” of this Article “4” of this Warrant shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transferssales, leases or conveyances.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities of the class issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company with or into another corporation corporation, (other than a merger (i) with another corporation in which the Company is a continuing the surviving corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), Warrant or (iiiii) any sale or transfer to another a merger in which the Company is not the surviving corporation and holders of the property equity securities of the Company as an entirety a result of such merger receive more than 50% of the equity securities of the surviving corporation), or in case of any sale of all or substantially as an entirety, all of the assets of the Company, or in case of a share exchange in which 80% or more of the outstanding capital stock of the Company is exchanged for capital stock of another corporation, any of which transactions shall be referred to hereinafter as a "Corporate Transaction," the Company or such successor or purchasing corporationcompany or entity, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that with the holder Holder of this Option Warrant an agreement pursuant to which the Holder of the Warrant shall have the right thereafter to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable purchase upon exercise of this Option, the Warrant the kind and amount of shares shares, and/or other securities and property that the Holder of stock, other securities, money the Warrant would have owned or property receivable upon have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or transferCorporate Transaction had the Warrant been exercised immediately prior to such action. Such new Option The agreement referred to in this subparagraph (a) shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.as

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option the Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination combination), or in case of any consolidation, merger of the Company with or into another entity (other than a merger with another entity in which the Company is the surviving entity and that does not result in any reclassification or change of outstanding securities of the type issuable upon the exercise of this OptionWarrant), or (iii) any sale of all or transfer to another corporation substantially all of the property assets of the Company as an entirety or substantially as an entirety, the Company, the Company or such successor or purchasing corporationentity, as the case may be, shall without payment of any additional consideration therefor, in connection with such transaction execute a new Option Warrant, providing that the holder of this Option Warrant shall have the right to exercise such new Option (Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, and upon terms not less favorable to and conditions substantially the holder than same as those then applicable to set forth in this Option) and to receive upon such exercise, Warrant in lieu of each share the shares of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, exchange or sale or transferby a holder of an equivalent number of shares of Common Stock. Such new Option Warrant shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 3. Notwithstanding the foregoing, in the event of Schedule A. a merger or sale of all or substantially all the assets of the Company in which the consideration received by holders of Common Stock consists solely of cash, then the holder of this Warrant shall be entitled to receive such amount of cash received by holders of Common Stock on the date such amount is received by holders of Common Stock on an equal basis with holders of Common Stock as if this Warrant had been exercised immediately prior to such event, less the Exercise Price. Upon payment of such amount, this Warrant will terminate. The provisions of this subsection 1(a) 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. At any time while this an Affected Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this such Affected Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Affected Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Affected Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option option providing that the holder of this Option such option shall have the right to exercise such new Option option (upon terms not less favorable to the holder than those then applicable to this Optionsuch option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionsuch option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to transfer by the adjustments provided for in this Section 1 Holder of Schedule A. The provisions one share of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.Common Stock issuable upon exercise of this

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.2 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At If at any time while this Option remains outstanding and unexpiredtime, in case as a result of (iA) any a capital reorganization or reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination which gives rise to an adjustment of outstanding securities the Conversion Ratio pursuant to Section 7(d)(i)); or (B) a merger or consolidation of the Corporation with another corporation (whether or not the Corporation is the surviving corporation), the Common Stock issuable upon the exercise conversion of this Optionthe Series A Preferred Stock shall be changed into or exchanged for the same or a different number of shares of any class or classes of stock of the Corporation or any other corporation, or other securities convertible into such shares, then, as a part of such reorganization, reclassification, merger or consolidation, appropriate adjustments shall be made in the terms of the Series A Preferred Stock (or of any securities into which the Series A Preferred Stock is changed or for which the Series A Preferred Stock is exchanged), so that: (iix) any consolidation the holders of Series A Preferred Stock or merger of such substitute securities shall thereafter be entitled to receive, upon conversion of the Company with Series A Preferred Stock or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionsubstitute securities, the kind and amount of shares of stock, other securities, money or and property receivable upon which such holders would have received at the time of such capital reorganization, reclassification, change, consolidation, merger, sale or transfer. Such new Option consolidation, if such holders had converted their Series A Preferred Stock immediately prior to such capital reorganization, reclassification, merger, or consolidation, and (y) the Series A Preferred Stock or such substitute securities shall provide for adjustments which shall thereafter be adjusted on terms as nearly equivalent as may be practicable to the adjustments theretofore provided for in this Section 1 7(d). No consolidation or merger in which the Corporation is not the surviving corporation shall be consummated unless the surviving corporation shall agree, in writing, to the provisions of Schedule A. this Section 7(d)(ii). The provisions of this subsection 1(aSection 7(d)(ii) shall similarly apply to successive capital reorganizations, reclassifications, changes, consolidations, mergers, sales and transfersconsolidations.

Reclassification, Consolidation or Merger. At any time while this the Affected Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Affected Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Affected Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Affected Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Affected Option providing that the holder of this Affected Option shall have the right to exercise such new Affected Option (upon terms not less favorable to the holder than those then applicable to this Option) Affected Option and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this the Affected Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Affected Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 5A. The provisions of this subsection 1(aSection 5A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities of the Company (including without limitation for purposes of this Section 4.2 purchases of Preferred Shares by holders of Rights pursuant to the Rights Agreement) issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination combination) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing the surviving corporation and which does not result in any reclassification or change, change -- other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination -- of outstanding securities of the Company issuable upon the exercise of this OptionWarrant), or (iii) in case of any sale or transfer to another corporation of the property Property of the Company as an entirety or substantially as an entirety, the Company, Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute prior to or simultaneously with the consummation of such transaction, issue a new Option Warrant, providing that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive procure upon such exercise, exercise in lieu of each share of Common Stock Warrant Share theretofore issuable upon exercise of this Option, Warrant the kind and the highest amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Common Stock, issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer; and the Company shall indemnify the Holder, upon demand, on an after-tax basis, against any and all taxes (including interest and penalties) payable in connection with the issuance or amendment of a Warrant pursuant to this Section 4.2. The Company shall not effect any such reclassification, change, consolidation, merger, sale or transfer, unless prior to or simultaneously with the consummation thereof, the successor or purchasing corporation, as the case may be, shall assume, by written instrument executed and delivered to the Holder, the obligation to deliver to the Holder such shares, other securities, money and property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations.under this Warrant. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. Article IV. The provisions of this subsection 1(a) Section 4.2 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this an Original Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this such Original Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Original Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Original Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option option providing that the holder of this Option shall have the right to exercise such new Option option (upon terms not less favorable to the holder than those then applicable to this such Original Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionoption, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option ----------------------------------------- Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(A) or combination (B) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At If at any time while this Option remains outstanding and unexpiredtime, in case as a result of (iA) any a capital reorganization or reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination which gives rise to an adjustment of outstanding securities the Conversion Ratio pursuant to Section 7(d)(i)); or (B) a merger or consolidation of the Corporation with another corporation (whether or not the Corporation is the surviving corporation), the Common Stock issuable upon the exercise conversion of this Optionthe Series C Preferred Stock shall be changed into or exchanged for the same or a different number of shares of any class or classes of stock of the Corporation or any other corporation, or other securities convertible into such shares, then, as a part of such reorganization, reclassification, merger or consolidation, appropriate adjustments shall be made in the terms of the Series C Preferred Stock (or of any securities into which the Series C Preferred Stock is changed or for which the Series C Preferred Stock is exchanged), so that: (iix) any consolidation the holders of Series C Preferred Stock or merger of such substitute securities shall thereafter be entitled to receive, upon conversion of the Company with Series C Preferred Stock or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionsubstitute securities, the kind and amount of shares of stock, other securities, money or and property receivable upon which such holders would have received at the time of such capital reorganization, reclassification, change, consolidation, merger, sale or transfer. Such new Option consolidation, if such holders had converted their Series C Preferred Stock immediately prior to such capital reorganization, reclassification, merger, or consolidation, and (y) the Series C Preferred Stock or such substitute securities shall provide for adjustments which shall thereafter be adjusted on terms as nearly equivalent as may be practicable to the adjustments theretofore provided for in this Section 1 7(d). No consolidation or merger in which the Corporation is not the surviving corporation shall be consummated unless the surviving corporation shall agree, in writing, to the provisions of Schedule A. this Section 7(d)(ii). The provisions of this subsection 1(aSection 7(d)(ii) shall similarly apply to successive capital reorganizations, reclassifications, changes, consolidations, mergers, sales and transfersconsolidations.

Reclassification, Consolidation or Merger. At If (1) at any time while this Option remains outstanding and unexpiredtime, in case as a result of (iA) any a capital reorganization or reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change subdivision, combination or distribution which gives rise to adjustment of the Warrant Exercise Price pursuant to Section 5(a) or Section 5(b) above); or (B) a merger or consolidation of the Company with another corporation, partnership, limited liability company or other entity (whether or not the Company is the surviving entity), the class or series of stock in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities the Company issuable upon the exercise of this Option), (ii) Warrant shall be changed into or exchanged for the same or a different number of shares of any consolidation class or merger classes of stock in the Company with or into another corporation (any class or classes of stock or other than a merger with another corporation in which the Company is a continuing corporation and which does not result equity interest in any reclassification other corporation, partnership, limited liability company or change, other than a change in par valueentity, or from par value to no par value per shareother securities convertible into such stock or equity interests, or from no par value per share to par value, or then (2) as a result part of a subdivision such reorganization, reclassification, merger or combination of outstanding securities issuable upon consolidation, appropriate adjustments shall be made in the exercise terms of this Option)Warrant so that (y) the Holder shall thereafter be entitled to receive, or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of stock in the Company, shares of stock, other equity interests, other securities, money or and property receivable upon which the Holder would have received at the time of such capital reorganization, reclassification, change, merger or consolidation, mergerif the Holder had exercised its right under this Warrant to purchase Warrant Shares immediately prior to such capital reorganization, sale reclassification, merger or transfer. Such new Option consolidation, and (z) this Warrant shall provide for adjustments which shall thereafter be adjusted on terms as nearly equivalent as may be practicable to the adjustments heretofore provided for in this Section 1 of Schedule A. 5. The provisions provision of this subsection 1(aSection 5(c) shall similarly apply to successive capital reorganizations, reclassifications, changes, consolidations, mergers, sales and transfersconsolidations.

Reclassification, Consolidation or Merger. At any time while this an Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this such Affected Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Affected Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Affected Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option option providing that the holder of this Option such option shall have the right to exercise such new Option option (upon terms not less favorable to the holder than those then applicable to this Optionsuch option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionsuch option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Note remains outstanding and unexpiredoutstanding, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this OptionCommon Stock for which an adjustment has been made pursuant to Section 2.2), (ii) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon Common Stock for which an adjustment has been made pursuant to Section 2.3) or in the exercise case of this Option), or (iii) any sale or transfer to another corporation of the property or assets of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option notes providing that the holder holders of this Option the Notes shall have the right to exercise convert such new Option notes (upon terms not less favorable to the holder holders than those then applicable to this Optionthe Notes) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionthe Notes, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder as if the Notes had been converted immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) Section 2.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option ----------------------------------------- Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.2 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time If while this Option Note, or any portion hereof, remains outstanding and unexpired, in case of there shall be (i) any reclassification or change of outstanding securities issuable upon exercise of this Option a reorganization (other than a change in par valuecombination, reclassification, exchange or from par value to no par value per share, or from no par value per share to par value or as a result subdivision of a subdivision or combination of outstanding securities issuable upon the exercise of this Optionshares otherwise provided for herein), (ii) any a merger or consolidation or merger of the Company Borrower with or into another corporation (other than a merger with another corporation in which the Company Borrower is a continuing corporation and which does not result in any reclassification or change, other than a change in par valuethe surviving entity, or from par value a reverse triangular merger in which the Borrower is the surviving entity but the shares of the Borrower's capital stock outstanding immediately prior to no par value per sharethe merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option)otherwise, or (iii) any a sale or transfer to another corporation of the property of the Company as Borrower's properties and assets as, or substantially as, an entirety or substantially as an entiretyto any other person, the Company, or such successor or purchasing corporationthen, as the case may bea part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall without payment of any additional consideration therefor, execute a new Option providing be made so that the holder of this Option Note shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and thereafter be entitled to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise conversion of this OptionNote, at the Conversion Rate then in effect, the kind and amount greatest number of shares of stock, stock or other securities, money securities or property receivable of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reclassification, changereorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer. Such new Option shall provide for adjustments which shall be , all subject to further adjustment as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The foregoing provisions of this subsection 1(a) paragraph shall similarly apply to successive reclassifications, changesreorganizations, consolidations, mergers, sales and transferstransfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. If the per share consideration payable to the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Lender. In all events, appropriate adjustment shall be made in the application of the provisions of this Note (including adjustment of the Conversion Rate and number of shares receivable pursuant to the terms and conditions of this Note) with respect to the rights and interests of the Lender after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any ----------------------------------------- reclassification or change of outstanding securities issuable upon exercise or conversion of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination combination) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this OptionWarrant), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefortherefore, execute a new Option warrant providing that the holder Holder of this Option the Warrant shall have the right to exercise such new Option warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise or conversion of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger by the Holder of one share of Common Stock issuable upon exercise or conversion of this Warrant had the Warrants been exercised or converted immediately prior to such reclassification, change, consolidation, or merger, sale or transfer. Such new Option warrant shall provide for adjustments adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. Section. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, or mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while ----------------------------------------- this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 7.1(A) or combination (B) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 7. The provisions of this subsection 1(a) Section 7.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers. Furthermore, if any of the foregoing events shall occur during 1997, then the EPS targets set forth in Section 5 shall be proportionately adjusted.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of any (i) any reclassification or change of outstanding securities of the class issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination combination), (ii) merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger or other transaction in which the Company is the surviving entity but the shares of the Company's capital stock outstanding securities issuable upon immediately prior to the exercise merger or other transaction are converted by virtue of this Option)the merger or other transaction into other property, whether in the form of securities, cash, or otherwise, or (iii) any sale or transfer to another corporation of the property of the Company as Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or substantially as an entiretytransfer, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant, providing that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale consolidation or transfermerger by a holder of one share of Common Stock. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 7 The provisions of this subsection 1(aSection 7(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not 6 less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Note remains outstanding and unexpiredoutstanding, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value value) or as a result in case of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option note providing that the holder of this Option the Note shall have the right to exercise such new Option note (upon terms not less favorable to the holder than those then applicable to this Optionthe Note) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionthe Note, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of the Note had the Note been converted immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 2. The provisions of this subsection 1(a) Section 2.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Affected Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Affected Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Affected Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Affected Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Affected Option providing that the holder of this Affected Option shall have the right to exercise such new Affected Option (upon terms not less favorable to the holder than those then applicable to this Affected Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Affected Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Affected Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this an Affected Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this an Affected Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this such Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option Affected Options providing that the holder of this Option these Affected Options shall have the right to exercise such new Option Affected Options (upon terms not less favorable to the holder than those then applicable to this Optionthese Affected Options) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionthese Affected Options, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option Affected Options shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 5A. The provisions of this subsection 1(aSection 5A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Note remains outstanding and unexpiredoutstanding, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value value) or as a result in case of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option note providing that the holder of this Option the Note shall have the right to exercise such new Option note (upon terms not less favorable to the holder than those then applicable to this Optionthe Note) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionthe Note, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of the Note had the Note been converted immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 2. The provisions of this subsection 1(a) Section 2.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transferstransfers .

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder Option Holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock (prior to the Effective Date) or Public Common Stock (on and after the Effective Date), theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the holder of one share of Common Stock ( prior to the Effective Date) or Public Common Stock (on and after the Effective Date), issuable upon exercise of this Option had it been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 8. The provisions of this subsection 1(aSubsection 8(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this the Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) the Option and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this the Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6A. The provisions of this subsection 1(aSection 6A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any ----------------------------------------- reclassification or change of outstanding securities issuable upon exercise or conversion of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination combination) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this OptionWarrant), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option warrant providing that the holder Holder of this Option the Warrant shall have the right to exercise such new Option warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise or conversion of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger by the Holder of one share of Common Stock issuable upon exercise or conversion of this Warrant had the Warrants been exercised or converted immediately prior to such reclassification, change, consolidation, or merger, sale or transfer. Such new Option warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a6(a) shall --------- --------------- similarly apply to successive reclassifications, changes, consolidations, or mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities issuable upon exercise or conversion of this Option the Warrants (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination combination) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optionthe Warrants), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option warrant certificate providing that the holder Holder of this Option the Warrants shall have the right to exercise such new Option warrants (upon terms not less favorable to the holder Holder than those then applicable to this Optionthe Warrants) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise or conversion of this Optionthe Warrants, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger by the holder of one share of Common Stock issuable upon exercise or conversion of the Warrants had the Warrants been exercised or converted immediately prior to such reclassification, change, consolidation, or merger, sale or transfer. Such new Option warrant certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 2. The provisions of this subsection 1(a) 2.1 shall similarly apply to successive reclassifications, changes, consolidations, consolidations or mergers, sales and transfers.