Common use of Reclassification, Reorganization or Merger Clause in Contracts

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, or capital reorganization) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of Stock and other securities and property receivable upon such reclassification; capital reorganization; or other consolidation, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken place. Any such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; capital reorganizations; and to successive consolidations, mergers, sales, or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Stock, any such issue shall be treated as an issue of Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. Notwithstanding the foregoing, in the event that, as a result of any merger, consolidation, sale of assets or similar transaction, all of the holders of Common Stock receive and are entitled to receive no consideration other than cash in respect of their shares of Common Stock, then, at the effective time of the transaction, the rights to purchase Common Stock pursuant to the Warrants shall terminate, and the holders of the Warrants shall, notwithstanding any other provisions of this Warrant, receive in respect of each Warrant to purchase one (1) share of Common Stock, upon presentation of the Warrant Certificate, the amount by which the consideration per share of Common Stock payable to the holders of Common Stock at such effective time exceeds the Exercise Price in effect on such effective date, without giving effect to the transaction; provided, however, that if such transaction would, but for this Section 9, result in a reduction in the Exercise Price pursuant to Section 6(c) of this Warrant, the Exercise Price shall be reduced to reflect that transaction. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares shall be issued in exchange, conversion, substitution or paymentthat, in whole or in partsuch a transaction, for a security of the Company other than Stock, any such issue shall be treated as an issue of Stock covered by the provisions of subsection (f) hereof with the amount value of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final received per share of Common Stock is equal to or less than the Exercise Price, the Warrants shall automatically terminate and binding on the Holderno consideration will be paid with respect thereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; classification, capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) Paragraph 10 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) 6 hereof with the amount of the consideration received upon the issue thereof being determined by the Board Company’s board of Directors of the Companydirectors, such determination to be final and binding on the Holder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing or surviving corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of all or substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that (i) the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which could have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and observed by the Company and all obligations and liabilities hereunder (including but not taken placelimited to the provisions of Section 3 regarding the increase in the number of shares of Warrant Shares potentially issuable hereunder). Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable possible to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 11 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue issuance of Common Stock covered by the provisions of subsection (f) hereof with the amount Section 6 of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderthis Warrant.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; classification, capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall 9 similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) Section 6 hereof with the amount of the consideration received upon the issue thereof being determined by the Board Company’s board of Directors of the Companydirectors, such determination to be final and binding on the Holder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing or surviving corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of all or substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that (i) the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which could have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and observed by the Company and all obligations and liabilities hereunder (including but not taken placelimited to the provisions of Section 6 regarding the increase in the number of Warrant Shares potentially issuable hereunder). Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable possible to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue issuance of Common Stock covered by the provisions of subsection (f) hereof with the amount Section 6 of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderthis Warrant.

Reclassification, Reorganization or Merger. In case of any --------------------------------------------- reclassification, or capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassificationreclassifi-cation, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Subsection (1) of Section (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 7 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the HolderSubsection 4.1 hereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, or capital reorganization) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of Stock capital stock and other securities and property receivable upon such reclassification; , capital reorganization; , or other consolidation, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares shares of the Company theretofore Warrant Stock purchasable upon the exercise of this Warrant had such recapitalization; , capital reorganization; , or other consolidation, merger, sale or conveyance not taken place. Any such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; , and to successive consolidations, mergers, sales, or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Section (fg) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on Company in the Holdermanner described in clause (c)(ii) above.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing or surviving corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of all or substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that (i) the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which could have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and observed by the Company and all obligations and liabilities hereunder (including but not taken placelimited to the provisions of Section 6 regarding the increase in the number of Warrant Shares potentially issuable hereunder). Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable possible to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 10 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue issuance of Common Stock covered by the provisions of subsection (f) hereof with the amount Section 6 of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderthis Warrant.

Reclassification, Reorganization or Merger. In case of any ------------------------------------------ reclassification, conversion or capital reorganization (other than a change in par value, of outstanding shares of either the Series B Preferred Stock or from par value to no par value, or from no par value to par value, or as a result of an issuance of the Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, another corporation in which merger the Company is the continuing corporation and which does not result in any reclassification, reclassification or capital reorganizationreorganization of outstanding shares of Series B Preferred Stock of the series issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; reclassification or capital reorganization; or other consolidation, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other reorganization and consolidation, merger, sale or conveyance not taken placewhich would have been deliverable to the Holder of this Warrant on the effective date of the reclassification, reorganization or merger had the Holder exercised the Warrant immediately prior to the event described in this Section (i). Any such provisions provision shall include provision for subsequent adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; reclassifications or capital reorganizations; reorganizations of shares of either the Series B Preferred Stock or the Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Series B Preferred Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Series B Preferred Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Section (ff)(1) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 8 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the HolderSection 6 hereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of outstanding Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation or a merger in which the Common Stock of the Company outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an in the entirety or substantially as an entirety(a “Reorganization”), the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock that might have been purchased upon exercise of this Warrant immediately prior to such Reorganization. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Section (fh) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation or entity of all or substantially all of the property of the Company as an entirety Company, or substantially as an entiretyin case of any voluntary liquidation, dissolution or winding up of the Company, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase or to receive, as the case may be, the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other change, consolidation, merger, sale, lease conveyance, voluntary liquidation, dissolution or conveyance as may be issued or payable with respect to or in exchange for winding up, by a holder of the number of Shares shares of the Company theretofore purchasable Common Stock which might have been purchased or received upon the exercise of this Warrant had immediately prior to such recapitalization; capital reorganization; or other reclassification, change, consolidation, merger, sale sale, lease, conveyance, voluntary liquidation, dissolution or conveyance not taken placewinding up of the Company. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases or conveyances. Notwithstanding the foregoing, in the event that, as a result of any merger, consolidation, sale of assets or similar transaction, all of the holders of Common Stock receive and are entitled to receive no material consideration other than cash in respect of their shares of Common Stock, then, at the effective time of the transaction, the rights to purchase Common Stock pursuant to the Warrants shall terminate, and the holders of the Warrants shall, notwithstanding any other provisions of this Warrant, receive in respect of each Warrant to purchase one (1) share of Common Stock, upon presentation of the Warrant Certificate, the amount by which the consideration per share of Common Stock payable to the holders of Common Stock at such effective time exceeds the Exercise Price in effect on such effective date, without giving effect to the transaction. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares shall be issued in exchange, conversion, substitution or paymentthat, in whole or in partsuch a transaction, for a security of the Company other than Stock, any such issue shall be treated as an issue of Stock covered by the provisions of subsection (f) hereof with the amount value of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final received per share of Common Stock is equal to or less than the Exercise Price, the Warrants shall automatically terminate and binding on the Holderno consideration will be paid with respect thereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of outstanding Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation or a merger in which the Common Stock of the Company outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an in the entirety or substantially as an entirety(a “Reorganization”), the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock that might have been purchased upon exercise of this Warrant immediately prior to such Reorganization. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (ij) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Section (fh) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any ------------------------------------------ reclassification, or capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in the case of any consolidation or merger of the Company with or into another corporation in which the Company is not the surviving entity (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 10 shall similarly apply to successive reclassifications; reclassification, capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) Section 7.1 hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or change of a subdivision or combination)outstanding Common Shares of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation or a merger in which the Common Shares of the Company outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding Common Shares of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an in the entirety or substantially as an entirety(a “Reorganization”), the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Shares that might have been purchased upon exercise of this Warrant immediately prior to such Reorganization. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of Common Shares and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares Common Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than StockCommon Shares, any such issue shall be treated as an issue of Stock Common Shares covered by the provisions of subsection Section (fi) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any ------------------------------------------ reclassification, or capital reorganization or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in the case of any consolidation or merger of the Company USBA with or into another corporation in which USBA is not the surviving entity (other than a merger with OKRA Marketing Corporation in which USBA survives or a subsidiary, merger with a subsidiary in which merger the Company USBA is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of JMCG's right to the Termination Shares) or in case of any sale or conveyance to another corporation of the property of the Company USBA as an entirety or substantially as an entirety, the Company USBA shall cause effective provision to be made so that the Holder JMCG shall have the right thereafter, by exercising this Warrantits right to the Termination Shares, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantExhibit "C". The foregoing provisions of this Section (i) 6 shall similarly apply to successive reclassifications; reclassification, capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company USBA other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) 2.1 hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the CompanyUSBA, such determination to be final and binding on the HolderJMCG.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than the merger with the Holder or a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant, at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which said holder would have received if he had exercised this Warrant immediately prior to such transaction. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; reclassification, capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Subsection (fa) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the HolderSection 6 hereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a reverse split or other action that results in a reduction of the number of outstanding shares, change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the same kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; classification, capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) Paragraph 11 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) 6 hereof with the amount of the consideration received upon the issue thereof being determined by the Board Company’s board of Directors of the Companydirectors, such determination to be final and binding on the Holder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing or surviving corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of all or substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that (i) the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which could have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and observed by Company and all obligations and liabilities hereunder (including but not taken placelimited to the provisions of Section 3 regarding the increase in the number of shares of Warrant Stock potentially issuable hereunder). Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable possible to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 10 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue issuance of Common Stock covered by the provisions of subsection (f) hereof with the amount Section 6 of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderthis Warrant.

Reclassification, Reorganization or Merger. In case of any ------------------------------------------ reclassification, or capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Underwriter's Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder holder shall have the right thereafter, by exercising this Underwriter's Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; reorganization or other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeconveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Underwriter's Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; reclassification, capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (ff)(i) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderholder.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (fSubsection 6(a) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holder[Signature page follows.]

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. Notwithstanding the foregoing, in the event that, as a result of any merger, consolidation, sale of assets or similar transaction, all of the holders of Common Stock receive and are entitled to receive no consideration other than cash in respect of their shares of Common Stock, then, at the effective time of the transaction, the rights to purchase Common Stock pursuant to the Warrants shall terminate, and the holders of the Warrants shall, notwithstanding any other provisions of this Warrant, receive in respect of each Warrant to purchase one (1) share of Common Stock, upon presentation of the Warrant Certificate, the amount by which the consideration per share of Common Stock payable to the holders of Common Stock at such effective time exceeds the Exercise Price in effect on such effective date, without giving effect to the transaction. In the event that in any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares shall be issued in exchange, conversion, substitution or paymentthat, in whole or in partsuch a transaction, for a security of the Company other than Stock, any such issue shall be treated as an issue of Stock covered by the provisions of subsection (f) hereof with the amount value of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final received per share of Common Stock is equal to or less than the Exercise Price, the Warrants shall automatically terminate and binding on the Holderno consideration will be paid with respect thereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing or surviving corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of all or substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that (i) the Holder shall have the right thereafter, thereafter by exercising this Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which could have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and observed by the Company and all obligations and liabilities hereunder (including but not taken placelimited to the provisions of Section 3 regarding the increase in the number of shares of Warrant Shares potentially issuable hereunder). Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable possible to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 10 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue issuance of Common Stock covered by the provisions of subsection (f) hereof with the amount Section 6 of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderthis Warrant.

Reclassification, Reorganization or Merger. In Subject to the provisions of Section (k)(2) hereof, in case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Subsection (1) of Section (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any ------------------------------------------ reclassification, or capital reorganization (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or change of a subdivision or combination)outstanding shares of the Common Stock, or in the case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock or a change of more than 25% of the voting power of the Common Stock) or in the case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder Warrantholder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock that might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 7.2 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security securities of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the HolderSection 7.1.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Option) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this WarrantOption at any time prior to the expiration of the Option, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Option immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantOption. The foregoing provisions of this Section (i) 9 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the HolderSection 6 hereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or change of a subdivision or combination)outstanding Ordinary Shares, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, an affiliate in which merger the Company is the continuing corporation or a transaction in which the Ordinary Shares of the Company outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the Company or such surviving or acquiring entity outstanding immediately prior to such transaction and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding Ordinary Shares) or in case of any sale sale, lease or conveyance to another corporation (other than an affiliate of the Company) of the property of the Company as an in the entirety or substantially as an entirety(all such transactions collectively a “Reorganization”), the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase or receive the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of Ordinary Shares that might have been purchased or received upon exercise of this Warrant immediately prior to such Reorganization. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (ih) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of Ordinary Shares and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than StockOrdinary Shares, any such issue shall be treated as an issue of Stock Ordinary Shares covered by the provisions of subsection Section (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of outstanding Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation or a merger in which the Common Stock of the Company outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an in the entirety or substantially as an entirety(a “Reorganization”), the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase or receive the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock that might have been purchased or received upon exercise of this Warrant immediately prior to such Reorganization. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection Section (fh) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the Holderhereof.

Reclassification, Reorganization or Merger. In case of any reclassification, or capital reorganization (or other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance outstanding shares of Common Stock by way of dividend or other distribution or of a subdivision or combination)the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary, subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or capital reorganizationother change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale sale, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall shall, as a condition precedent to such transaction, cause effective provision provisions to be made so that the Holder shall have the right thereafter, thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of Stock stock and other securities and property receivable upon such reclassification; , capital reorganization; or reorganization and other consolidationchange, merger, sale, or conveyance as may be issued or payable with respect to or in exchange for the number of Shares of the Company theretofore purchasable upon the exercise of this Warrant had such recapitalization; capital reorganization; or other consolidation, merger, sale or conveyance not taken placeby a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provisions provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) 7 shall similarly apply to successive reclassifications; , capital reorganizations; reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (f) hereof with the amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company, such determination to be final and binding on the HolderSection 6 hereof.