Common use of Reorganization, Consolidation, Merger, etc Clause in Contracts

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entity, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entirety.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretyWarrant, and (y) to the extent that the Holder would be entitled to receive securities Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretyWarrant.

Reorganization, Consolidation, Merger, etc. If there occurs In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into any capital reorganization other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, the holder of this Warrant, upon the exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall be entitled to receive (and the Company shall be entitled to deliver), in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 5 and 7 hereof. In case the Company after the Original Issue Date shall (i) subdivide the outstanding Common Stock, (ii) combine the outstanding Common Stock into a smaller number of shares, or (iii) issue any Other Securities by reclassification of the Common Stock of the Company, the (including any such reclassification in connection with a consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity corporation), then the number and which does not result in any reorganization kind of shares of Common Stock and/or Other Securities issuable, at the time of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entity, then, as a condition precedent to any this Warrant after such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will time shall be entitled to receive upon surrender exercise of this its Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation aggregate number and kind of such reorganizationshares of Common Stock and/or Other Securities which, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have if its Warrant had been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganizationtime, reclassification, consolidation, merger, sale or conveyance, less the aggregate it would have owned upon such exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be been entitled to receive securities (in addition to by virtue of such dividend, subdivision, combination or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind all subject to further adjustment thereafter as provided in Sections 5 and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entirety7 hereof.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 5 and 7 hereof. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or sale, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company under this Warrant. In any such case, if necessary, the provisions set forth in this Section 6 with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyancethe rights thereafter of the Holders shall be appropriately adjusted so as to be applicable, as would have been nearly as may reasonably be, to any Other Securities or assets thereafter deliverable to on the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretythe Warrants.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this the Warrant to the Company (xa) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant, and (yb) to the extent that the Holder would be entitled to receive securities Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another any other person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Section 5 hereof. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or sale, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company under this Warrant. In any such case, if necessary, the provisions set forth in this Section 6 with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyancethe rights thereafter of the Holders shall be appropriately adjusted so as to be applicable, as would have been nearly as may reasonably be, to any Other Securities or assets thereafter deliverable to on the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretythe Warrants.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another person any other entity or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other entity under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in this Section 5; provided that if the sole consideration to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, is cash, the Warrant shall be terminated upon such consummation or dissolution. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or sale, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company under this Warrant. In any such case, if necessary, the provisions set forth in this Section 5 with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyancethe rights thereafter of the Holders shall be appropriately adjusted so as to be applicable, as would have been nearly as may reasonably be, to any Other Securities or assets thereafter deliverable to on the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretythe Warrants.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another any other person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 5 and 7 hereof. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or sale, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company under this Warrant. In any such case, if necessary, the provisions set forth in this Section 6 with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyancethe rights thereafter of the Holders shall be appropriately adjusted so as to be applicable, as would have been nearly as may reasonably be, to any Other Securities or assets thereafter deliverable to on the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretythe Warrants.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this the Warrant to the Company (xa) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant, and (yb) to the extent that the Holder would be entitled to receive securities Common Stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this the Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from distributed to holders of Common Stock following the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretyWarrant, and (y) to the extent that the Holder would be entitled to receive securities Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretyWarrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 5 hereof. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or sale, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company under this Warrant. In any such case, if necessary, the provisions set forth in this Section 6 with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyancethe rights thereafter of the Holders shall be appropriately adjusted so as to be applicable, as would have been nearly as may reasonably be, to any Other Securities or assets thereafter deliverable to on the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretythe Warrants.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another person any other Person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company or its successors or assigns shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto. Upon receipt of such stock and other securities and property (including cash), if any, the rights of the Holder under this Warrant shall terminate and cease and this Warrant shall expire and be of no force and effect. In any such case, the Company (or its successors or assigns) shall be entitled to make appropriate adjustments in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such reorganization, merger, consolidation or dissolution. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or dissolution, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets shall confirm or assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised under this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretyWarrant.

Reorganization, Consolidation, Merger, etc. If there occurs (i) any capital reorganization or any reclassification of the Common Stock of the Company, the ; (ii) any consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which A) where the Company is not the continuing entity and entity; (B) which does not result results in any reorganization or reclassification of its outstanding Common Stock; or (C) which results in the Common Stock of the Company being changed into or exchanged for common stock or other securities of any other entity or cash or any other assets, or (iii) the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, proper and adequate provision shall be made by the Company whereby the Holder will be entitled to receive upon surrender of this the Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant, and (y) to the extent that the Holder would be entitled to receive securities Common Stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of the Warrant. The Company shall provide the Holder notice of its intent to affect such reorganization, reclassification, consolidation, merger, sale or conveyance promptly after such notice is mailed or otherwise provided to the holders of the Common Stock, but in no event less than fifteen (15) days prior to the consummation of such transaction. If Holder elects to exercise this Warrant in its entirety.connection with the consummation of such transaction, Holder shall promptly notify the Company, provided, however, that such notification shall in no case be provided less than five (5) days prior to the scheduled consummation or effective date, as the case may be, of the transaction. If the Holder does not choose to exercise this Warrant at the time such reorganization, reclassification, consolidation, merger, sale or conveyance, then this Warrant shall continue in full force pursuant to Section 3.3 below. Notwithstanding anything herein to the contrary, the provisions in this Section 3.1 shall not be triggered as a result of the transactions contemplated by that Agreement and Plan of Reorganization dated August 8, 2007, among the Company, Digital Angel Corporation, and Digital Angel Acquisition Corp.

Reorganization, Consolidation, Merger, etc. If there occurs (i) any capital reorganization or any reclassification of the Common Stock of the Company, the ; (ii) any consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which A) where the Company is not the continuing entity and entity, (B) which does not result results in any reorganization or reclassification of its outstanding Common Stock; or (C) which results in the Common Stock of the Company being changed into or exchanged for common stock or other securities of any other entity or cash or any other assets, or (iii) the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, proper and adequate provision shall be made by the Company whereby the Holder will be entitled to receive upon surrender of this the Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant, and (y) to the extent that the Holder would be entitled to receive securities Common Stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of the Warrant. The Company shall provide the Holder notice of its intent to affect such reorganization, reclassification, consolidation, merger, sale or conveyance promptly after such notice is mailed or otherwise provided to the holders of the Common Stock, but in no event less than fifteen (15) days prior to the consummation of such transaction. If Holder elects to exercise this Warrant in its entiretyconnection with the consummation of such transaction, Holder shall promptly notify the Company, provided, however, that such notification shall in no case be provided less than five (5) days prior to the scheduled consummation or effective date, as the case may be, of the transaction. If the Holder does not choose to exercise this Warrant at the time such reorganization, reclassification, consolidation, merger, sale or conveyance, then this Warrant shall continue in full force pursuant to Section 3.3 below.

Reorganization, Consolidation, Merger, etc. If In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there occurs any capital reorganization is a change in or any reclassification of distribution with respect to the Common Stock of the Company), the consolidation or merger of the Company with sell, transfer or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification otherwise dispose of its outstanding Common Stock) property, assets or the sale or conveyance of all or substantially all of the assets of the Company business to another person or entitycorporation and, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant pursuant to the Company (x) to the extent there are cash proceeds resulting from the consummation terms of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyancedisposition of assets, in exchange for this Warrantshares of common stock of the successor or acquiring corporation, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation or any cash, shares of such reorganization, reclassification, consolidation, merger, sale stock or conveyance, less the aggregate exercise price payable upon exercise other securities or property of this Warrant in its entirety, and any nature whatsoever (yincluding warrants or other subscription or purchase rights) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance)disposition of assets, the same kind successor or acquiring corporation (if other than the Company) shall expressly assume the due and amounts punctual observance and performance of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in its entiretygood faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Underlying Securities for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 6. For purposes of this Section 6, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 6 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Consolidation, Merger, etc. If In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there occurs any capital reorganization is a change in or any reclassification of distribution with respect to the Common Stock of the Company), the consolidation or merger of the Company with sell, transfer or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification otherwise dispose of its outstanding Common Stock) property, assets or the sale or conveyance of all or substantially all of the assets of the Company business to another person or entitycorporation and, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant pursuant to the Company (x) to the extent there are cash proceeds resulting from the consummation terms of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyancedisposition of assets, in exchange for this Warrantshares of common stock of the successor or acquiring corporation, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation or any cash, shares of such reorganization, reclassification, consolidation, merger, sale stock or conveyance, less the aggregate exercise price payable upon exercise other securities or property of this Warrant in its entirety, and any nature whatsoever (yincluding warrants or other subscription or purchase rights) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the value of this Warrant as determined in connection accordance with the Black Scholes option pricing formula. In case of any such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance)disposition of assets, the same kind successor or acquiring corporation (if other than the Company) shall expressly assume the due and amounts punctual observance and performance of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in its entiretygood faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Underlying Securities for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 6. For purposes of this Section 6, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 6 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganization, reclassification, consolidation, merger, sale or conveyancecase, the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 5 and 7 hereof. The Company shall not effect any such reorganization, reclassificationconsolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to the Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, the Holder may be entitled to and all other obligations of the Company under this Warrant. This Section 6 shall not apply to any reorganization, consolidation, mergermerger or sale, sale which is consummated between the Company and the Holder (or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock any of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretyHolder's affiliates).

Reorganization, Consolidation, Merger, etc. If there occurs In case at any capital reorganization time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any reclassification other person, or (c) transfer or sell all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company (other than as set forth below in Section 3.2), then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such transfer or sale, as the case may be, shall receive, in lieu of the Common Stock of the Company(or Other Securities) issuable on such exercise prior to such consummation or such effective date, the consolidation stock and other securities and property (including cash) to which such Holder would have been entitled upon consummation of such transaction or merger in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. In addition, the successor or acquiring entity shall expressly assume the due and punctual performance of each covenant, agreement, obligation and condition of this Warrant to be performed and observed by the Company with and all obligations and liabilities hereunder, including, but not limited to the provisions of Section 4 hereunder. Any such provision shall include provision for adjustments equivalent in all respects to the adjustments contained in Section 4 of this Warrant. The foregoing provisions of this Section 3.1 similarly apply to successive reorganizations, consolidations, mergers and/or transfer or into another person sale of properties or entity assets. Notice of any such event contemplated in this Section 3.1 shall be mailed by certified mail to the Holder no less than fifteen (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock15) or the days prior to such event. A sale or conveyance of all or substantially all of the Company's assets of the Company to another person or entity, then, as for a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts consideration consisting primarily of securities shall be deemed a consolidation or other assets, or both, that are issuable or distributable to merger for the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretyforegoing purposes.

Reorganization, Consolidation, Merger, etc. If there occurs In case at any capital reorganization time or any reclassification of the Common Stock of the Companyfrom time to time, the consolidation or merger of the Company shall (a) effect a reorganization, (b) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, in each such case, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the consummation of such a transaction, proper and adequate provision shall be made by the Company (x) to whereby the extent there are cash proceeds resulting from Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, reclassificationconsolidation or merger or the effective date of such dissolution, consolidationas the case may be, merger, sale or conveyanceshall receive, in exchange for lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior thereto, all subject to the consummation of such reorganizationfurther adjustment thereafter as provided in Section 4. Further, reclassificationpursuant to an occurrence or transaction contemplated in this paragraph, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that at such time the Holder would be entitled to receive securities Per Share Cash Value (as defined below) is in addition to or in lieu excess of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance)the Exercise Price, the same kind and amounts Company may, in its sole discretion, choose to redeem the outstanding portion of securities this Warrants for cash, rather than allow this Warrant to remain outstanding subsequent to any occurrence or other assets, or both, transaction contemplated in this paragraph. In the event that are issuable or distributable the Company elects to redeem the Warrant pursuant to the holders of outstanding Common Stock immediately preceding sentence, the cash value of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised outstanding portion of this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value shall be equal to the aggregate exercise price payable remainder of (I) the product of (x) the value of the consideration received by the Five-Year Warrant Common Stock holders per each share of Common Stock held by such Common Stock holders (the "Per Share Cash Value") multiplied by (y) the number of shares issuable upon exercise of the then remaining portion of this Warrant in its entiretyminus (II) the then current Exercise Price per share multiplied by the number of shares issuable upon exercise of the then remaining portion of this Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs (a) In case at any capital reorganization time or any reclassification of the Common Stock of the Companyfrom time to time, the consolidation or merger of the Company shall, (i) effect a reorganization, (ii) consolidate with or merge into another person or entity any other person, (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockiii) or the sale or conveyance of sell all or substantially all of its assets or have all or substantially all of its stock sold or (iv) dissolve (each a "Major Transaction") then, in each such case, the assets holder of this Warrant, on the exercise hereof as provided in Section 1, shall receive, in lieu of the Company Common Stock issuable on such exercise prior to another person or entity, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyancetransaction, the Holder will stock and other securities and property (including cash) to which such holder would have been entitled upon consummation of such transaction if such holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. In each such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be entitled made in the application of the provisions herein set forth with respect to receive upon surrender the rights and interests thereafter of the holder of this Warrant to the Company end that the provisions set forth herein (xincluding those relating to adjustments of the Purchase Price) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property deliverable upon the exercise hereof as if this Warrant had been exercised immediately prior to such transaction. (b) Notwithstanding the foregoing or anything in this Warrant to the extent there are cash proceeds resulting from contrary, in connection with a Major Transaction, the Company may, in its sole discretion, give notice to the holder that this Warrant will terminate if not exercised prior to or simultaneously with the closing or consummation of such reorganizationMajor Transaction. Any such notice shall be in writing, reclassification, consolidation, merger, sale shall generally describe the consideration to be received in such Major Transaction and shall be given in accordance with Section 5 at least thirty (30) days before the closing or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less Major Transaction. If the aggregate holder fails to exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to simultaneously with the closing or consummation of such reorganizationMajor Transaction, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretyshall terminate and be of no further force or effect.

Reorganization, Consolidation, Merger, etc. If there occurs In case that at any time or from time to time, the Company shall (a) effect a capital reorganization reorganization, recapitalization, subdivision or any reclassification of Common Stock from and after the Automatic Conversion Date, or Preferred Stock prior to the Automatic Conversion Date (in each case other than a subdivision or combination of the outstanding Common Stock or Preferred Stock, or a change in par value, or from par value to no par value or from no par value to par value), (b) effect an exchange or conversion of the Common Stock or Preferred Stock for or into securities of the Companyanother corporation or other entity, the (c) effect a consolidation or merger of the Company with or into another any other person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which that does not result in any reorganization reclassification, conversion, exchange or reclassification cancellation of its outstanding shares of Common Stock or Preferred Stock), (d) effect a sale, lease or the sale or other conveyance of all or substantially all of the assets of the Company to another person or entityCompany, then, as a condition precedent to in any such reorganization, reclassification, consolidation, merger, sale case in a way that upon such transaction holders of Common Stock or conveyance, the Holder will Preferred Stock would be entitled to receive upon surrender stock, securities, cash and/or other property with respect to or in exchange for their shares of this Warrant to the Company Common Stock or Preferred Stock, then, in each such case: (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior as a condition to the consummation of such reorganizationa transaction, reclassificationprovision shall be made by the Company whereby the Holder of this Warrant, consolidationon the exercise hereof as provided in Section 1 at any time after the consummation of such transaction, mergershall receive, sale in lieu of the Warrant Stock (or conveyanceOther Securities) issuable hereunder, less the aggregate exercise price payable stock and/or other securities and property (including cash) to which such Holder would have been entitled upon such transaction ("Transaction Consideration"), if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 4 and 5, and (y) from and after the closing of such transaction, the holder of this Warrant shall only have the right to receive the Transaction Consideration upon exercise of this Warrant in accordance with its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretyterms.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be he entitled to receive upon surrender of this the Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another any other person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, as a condition precedent to any in each such reorganizationcase, reclassification, consolidation, merger, sale or conveyance, (i) the Holder will be entitled to receive upon surrender of this Warrant to Warrant, upon the Company (x) to the extent there are cash proceeds resulting from exercise hereof as provided in Section 3 at any time after the consummation of such reorganization, reclassification, consolidation, merger, sale consolidation or conveyance, in exchange for this Warrant, cash in an amount equal to merger or the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation effective date of such reorganizationdissolution, reclassificationas the case may be, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would shall be entitled to receive securities (in addition and the Company shall be entitled to or deliver), in lieu of cash the Underlying Securities issuable upon such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 5 and 7 hereof and (ii) each of the Benchmark Price and Redemption Price shall be proportionately decreased. The Company shall not effect any such reorganization, reclassification, consolidation, mergermerger or sale, sale unless prior to or conveyance)simultaneously with the consummation thereof, the same kind and amounts successor corporation resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock obligations of the Company under this Warrant. In any such case, if necessary, the provisions set forth in this Section 6 with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyancethe rights thereafter of the Holders shall be appropriately adjusted so as to be applicable, as would have been nearly as may reasonably be, to any Other Securities or assets thereafter deliverable to on the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretythe Warrants.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this the Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts andamounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital In the event that the Company shall (i) effect a reorganization or any reclassification recapitalization pursuant to which all of the outstanding shares of Common Stock of the Companyare converted into or exchanged for other securities or property (including cash), the consolidation or merger of the Company (ii) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockiii) or the sale or conveyance of transfer all or substantially all of the its properties or assets of the Company to another person or entity, then, as a condition precedent to any other person in such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender a way that holders of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would Common Stock shall be entitled to receive securities or property (in addition including cash) with respect to or in lieu of cash exchange for Common Stock; then, in connection with any each such reorganization, reclassification, consolidation, merger, sale or conveyance)case, the same kind and amounts of securities or other assetsWarrantholder, or both, that are issuable or distributable to upon the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, exercise hereof as would have been deliverable to the Holder had the Holder exercised this Warrant provided in its entirety immediately prior to Section 2 at any time after the consummation of such reorganization, reclassificationreorganization or recapitalization, consolidation, mergermerger or sale of assets, sale as the case may be, shall be entitled to receive (and the Company shall be required to deliver) in lieu of the Warrant Shares issuable upon such exercise prior to such and other securities and property (including cash) to which such holder would have been entitled upon such consummation, if such Warrantholder had so exercised this Warrant immediately prior thereto. The above provision shall apply to successive reorganizations, recapitalizations, consolidations, mergers or conveyance less an amount transfers described therein. Notwithstanding the foregoing, in the event of such securities having a value equal merger between the Company and Lab Holdings, Inc. prior to the aggregate exercise price payable hereof, then upon the exercise hereof as provided in Section 2, the Warrantholder shall be entitled to receive (and the Company shall be required to deliver), in lieu of the Warrant Shares issuable upon such exercise, the securities to which the Warrantholder would have been entitled upon such consummation, if such Warrantholder had so exercised this Warrant in its entiretyimmediately prior to such merger.

Reorganization, Consolidation, Merger, etc. If at any time, or from time to time, there occurs shall be a reorganization, recapitalization, transfer of assets, consolidation, merger or, dissolution (the, “Corporate Transaction”), provisions shall be made so that the holders of the Series B Stock shall thereafter be entitled to receive, upon conversion of their Series B Stock, such shares or other securities or property of the Corporation or otherwise to which a holder of the common stock deliverable upon conversion of the Series B Stock would have been entitled upon such Corporate Transaction. In any capital reorganization such case, appropriateadjustment shall be made in the application of the provisions of this paragraph with respect to the rights of the holders of the Series B Stock after the Corporate Transaction, to the end that the provisions of this paragraph shall be applicable after the Corporate Transaction in as nearly equivalent a manner as may be practicable. DIVIDENDS From the date of issuance of shares of Series B Stock the holders of outstanding shares of Series B Stock shall be entitled to receive an annual dividend, payable semi-annually on April 1 and October 1 (the “Payment Date”), in cash out of funds legally available for such purpose or in shares of Series B Stock or a combination of both, in preference and priority to any reclassification payment of any dividend on Common Stock. Whether the dividend is paid in cash from funds legally available for such purposes or in shares of Series B Stock will be at the sole discretion of the Board and such dividends shall not accrue and be non-cumulative. From the date of issuance for a period of one (1) year Dividends herein will only be paid in Series B Stock. After one (1) year from the date of Issuance of the Series B Stock the Corporation shall deliver to the Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such Dividend in full on such Payment Date in either cash or Series B Stock, or a combination of both (" Payment Election Notice "). Such Payment Election Notice shall be delivered to the Holder at least twenty (20) days prior to the applicable Payment Date (the date of such notice being hereinafter referred to as the "Notice Date"). If such Payment Election Notice is not delivered within the prescribed period set forth in the preceding sentence, then the Corporation shall be deemed to have elected to pay the applicable Dividend in Series B Stock. If the Dividend is to be paid in Series B Stock it shall be paid at a ratio of five percent (5%). If the Dividend is to be paid in Series B Stock, the number of shares shall be determined by multiplying the number of Series B Stock held by 5%. Such shares shall be issued and delivered no later than within 30 calendar days following such Payment Date. If Dividend is to be paid as cash the amount of cash to be distributed to all Series B Stock holders will be determined by the Board and then paid to the Series B Stock holders on a prorated basis. If the Dividend is to be paid in cash from funds legally available for such purposes the cash payment shall be paid by check or electronic transfer to holders of record as they appear on the books of the Corporation on the Payment Dates. Such cash payment shall be issued and delivered no later than within 30 calender days following such Payment Date. The holders of the Series B Stock shall be entitled to receive any dividend declared in respect of the Common Stock based upon the number of shares of Common Stock into which the outstanding shares of Series B Stock are convertible at the time the dividend is declared as if such shares of Common Stock issuable upon conversion of the Company, the consolidation or merger Series B Stock were outstanding for purposes of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entity, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretydividend.

Reorganization, Consolidation, Merger, etc. If there occurs (a) In case at any capital reorganization time or any reclassification of the Common Stock of the Companyfrom time to time, the consolidation or merger of the Company with or into another person or entity shall (other than i) effect a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of the Warrant Shares or its outstanding Common Stock, (ii) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, (iii) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Warrant Shares or the sale Common Stock shall be changed into or conveyance exchanged for stock or other securities of any other Person or cash or any other property, or (iv) transfer all or substantially all of the its properties or assets of the Company to another person or entityany other Person, then, in each such case, as a condition precedent to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganizationtransaction, reclassificationshall receive, consolidation, merger, sale in lieu of the Common Stock (or conveyanceOther Securities) issuable on such exercise prior to such consummation, the greatest amount of stock and other securities and property (including cash) to which such Holder will would have been entitled as an equity holder upon such consummation if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in this Section 2. (b) In case at any time within 180 days after the Issue Date, the Company shall issue (i) shares of Common Stock at a purchase price less than the Purchase Price or (ii) securities that are convertible, exercisable or exchangeable for shares of Common Stock (except in connection with (A) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to a Company employee benefit plan in effect as of the Issue Date, (B) as a result of the exercise of any option, warrant, or other right to acquire shares of Common Stock existing or outstanding as of the Issue Date, (C) as the result of the conversion or exchange of any securities outstanding as of the Issue Date that are convertible or exchangeable into shares of Common Stock, or (C) as a result of the exercise of this Warrant (collectively, the “Excepted Issuances”), for a price or value less than the Purchase Price (such shares of Common Stock and, together with such shares of Common Stock into which such securities are convertible, exercisable or exchangeable, the “Additional Shares”), the number of Warrant Shares that the Holder shall be entitled to receive upon surrender the exercise hereof shall automatically and without any further action be increased by the product of this the Additional Shares multiplied by 9.99% and the Purchase Price for such additional Warrant to Shares shall be the Company (x) to Purchase Price in effect on the extent there are cash proceeds resulting from the consummation date of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entiretyissuance.

Reorganization, Consolidation, Merger, etc. If there occurs (a) In case at any capital reorganization time or any reclassification of the Common Stock of the Companyfrom time to time, the consolidation or merger of the Company shall (a) effect a reorganization, (b) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, in each such case, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the consummation of such a transaction, proper and adequate provision shall be made by the Company (x) to whereby the extent there are cash proceeds resulting from Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, reclassificationconsolidation or merger or the effective date of such dissolution, consolidationas the case may be, merger, sale or conveyanceshall receive, in exchange for lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. (b) Notwithstanding the consummation foregoing, (i) so long as no Event of such reorganizationDefault (as defined in the Security Agreement referred to below) has occurred and is continuing, reclassificationat any time during the period beginning on August 28, consolidation2007 and ending on August 27, merger2008, sale or conveyance, less the aggregate exercise price payable it shall not sell any Common Stock acquired upon exercise of this Warrant in its entirety(such Common Stock, “Exercised Common Stock”) and (yi) so long as no Event of Default has occurred and is continuing, at any time on or after August 27, 2008, the Holder shall not, during any calendar month, be permitted to sell Exercised Common Stock in excess of twenty five percent (25%) of the extent monthly dollar trading volume of the Common Stock for the prior calendar month; provided that, the foregoing restrictions (a) shall not be applicable and shall have no further force or effect in the event the Company shall effect consolidate with or merge into any other entity or transfer all or substantially all of its properties or assets and (b) shall not apply to transfers or assignments in a private transaction including, without limitation, as a bona fide gift or gifts, provided that the Holder would transferee or assignee thereof agrees to be entitled to receive securities (bound in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), writing by the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entirety.restrictions set forth herein. Warrant

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretyWarrant, and (y) to the extent that the Holder would be entitled to receive securities Common Stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their its Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretyWarrant.

Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entityperson, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this the Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant, and (y) to the extent that the Holder would be entitled to receive securities Common Stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this such Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price Exercise Price payable upon exercise of this Warrant in its entiretythe Warrant.

Reorganization, Consolidation, Merger, etc. If there occurs In case at any capital reorganization time or any reclassification of the Common Stock of the Companyfrom time to time, the consolidation or merger of the Company shall (a) effect a reorganization, (b) consolidate with or merge into another person any other person, or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stockc) or the sale or conveyance of transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the assets dissolution of the Company to another person or entityCompany, then, in each such case, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the consummation of such a transaction, proper and adequate provision shall be made by the Company (x) to whereby the extent there are cash proceeds resulting from Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, reclassificationconsolidation or merger or the effective date of such dissolution, consolidationas the case may be, merger, sale or conveyanceshall receive, in exchange for lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior thereto, all subject to the consummation of such reorganizationfurther adjustment thereafter as provided in Section 4. Further, reclassificationpursuant to an occurrence or transaction contemplated in this paragraph, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that at such time the Holder would be entitled to receive securities Per Share Cash Value (as defined below) is in addition to or in lieu excess of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance)the Exercise Price, the same kind and amounts Company may, in its sole discretion, choose to redeem the outstanding portion of securities this Warrants for cash, rather than allow this Warrant to remain outstanding subsequent to any occurrence or other assets, or both, transaction contemplated in this paragraph. In the event that are issuable or distributable the Company elects to redeem the Warrant pursuant to the holders of outstanding Common Stock immediately preceding sentence, the cash value of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised outstanding portion of this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value shall be equal to the aggregate exercise price payable remainder of (I) the product of (x) the value of the consideration received by the Two-Year Warrant Common Stock holders per each share of Common Stock held by such Common Stock holders (the "Per Share Cash Value") multiplied by (y) the number of shares issuable upon exercise of the then remaining portion of this Warrant in its entiretyminus (II) the then current Exercise Price per share multiplied by the number of shares issuable upon exercise of the then remaining portion of this Warrant.