Common use of Reorganization, etc Clause in Contracts

Reorganization, etc. If at any time after the date of issuance of this Warrant any consolidation of the Company with or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a "Reorganization Event"), shall be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Event, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b).

Reorganization, etc. If at any time after the date of issuance of this Warrant Agreement any consolidation capital reorganization or reclassification of the Company with Common Shares of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of its assets to another corporation is effective, then, as a condition of the assets reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Common Shares of the Company purchasable and receivable immediately prior to any other person (eachthe transaction upon the exercise of the rights represented by the Warrants, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are that may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding Common Stock, then, Shares equal to the number of Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants if the reorganization, reclassification, consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Warrant holders to the end that the provision of this Agreement (including, without limitation, provisions for adjustments of the Warrant the Warrantholder shall have the right to receive the kind Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon exercise of this Warrant had this Warrant been exercised the Warrants) shall immediately before such Reorganization Event, subject to adjustments that shall after the transaction be applicable as nearly equivalent as may be practicable possible to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any shares of the cash, stock, other securities or assets deliverable immediately after the transaction upon the exercise of the Warrants. The Company shall not effect any consolidation, merger or sale unless, prior to such holder the consummation of the transaction, the successor corporation (if other than the Company) resulting from the consolidation or merger, or the corporation purchasing the assets, assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders the shares of stock, securities or assets in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then that the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification (other than pursuant to Section 4.01 hereof) of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person another corporation (other than a consolidation or merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, the outstanding shares of Common Stock) Stock or any the conversion or exchange of such outstanding shares into shares of other stock or other securities or property), or the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lease lawful and fair provision shall be made whereby the Warrant holders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, or assets as may be issuable or payable with respect to or in exchange for the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrants had such exercise occurred in full prior to such reorganization, reclassification, consolidation, merger, or sale. In such event appropriate provision shall be made with respect to the rights and interests of the Warrant Holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant Holders such shares of stock, securities, or assets as, in accordance with the foregoing provision, such Holders may be entitled to purchase. In the event of sale or conveyance or other transfer of all or substantially all of the assets of the Company to any other person (each, as a "Reorganization Event"), shall be effected in such part of a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange plan for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Event, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects total liquidation of the Company, the remaining unexpired term of the all rights to exercise any Warrant and the market price of the Common Stock of shall terminate 30 days after the Company after announcement of gives notice to each Holder that such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)sale or conveyance or other transfer has been consummated.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the securities of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of Common Stock and number of Warrants immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustments of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any share of the cash, stock, other securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such holder consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant any consolidation of the Company with or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a "Reorganization Event"), shall be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Event, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert selected by the parties in accordance with the procedure set forth in the definition of Current Market Price herein, giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b).

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the assets registered holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the securities of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant the Warrantholder rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall have be made with respect to the right rights and interests of the registered holders to receive the kind end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any share of the cash, stock, other securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such holder consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Company the obligation to deliver to the registered holders such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant on which the Shares are is first issued to the Buyer, any consolidation capital reorganization or reclassification of the Company with Shares, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of the its assets of the Company to any another corporation or other person (each, a "Reorganization Event"), similar event shall be effected in effected, then, as a condition of such a way that the holders of Common Stock reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be entitled made whereby the Buyer shall thereafter have the right to purchase and receive cash, upon the basis and upon the terms and conditions specified in this Agreement such shares of stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding shares of such Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right Stock equal to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant Agreement had this Warrant been exercised immediately before such Reorganization Eventreorganization, subject to adjustments that reclassification, consolidation, merger, or sale not taken place, and in such event appropriate provision shall be made with respect to the rights and interests of the Buyer to the end that the provisions hereof shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Agent the obligation to deliver to the Buyer such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions provisions, the Buyer may be entitled to purchase. Upon the occurrence of any event specified in this Section 6(b) would consist of cash or debt securitiessection, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder give written notice of the Special Reorganization Rightrecord date for such dividend, instead of distribution, or subscription rights, or the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement effective date of such Reorganization Eventreorganization, to be determined by an Independent Financial Expert giving due consideration to such factors reclassification, consolidation, merger, sale, dissolution, liquidation, winding up or issuance. Such notice shall also specify the date as of which the financial condition and prospects holders of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of record shall participate in such dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for stock, securities, or other assets deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding up or issuance. Failure to give such notice, or any defect therein shall not affect the Company after announcement legality or validity of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)event.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustments of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after capital reorganization of the date Company, any reclassification of issuance of this Warrant the Common Stock, any consolidation of the Company with or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofPerson, or change (other than a change in par value any sale or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a "Reorganization Event")Person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant Warrant, the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event reorganization, reclassification, share exchange or consolidation, merger or sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventreorganization, reclassification, share exchange or consolidation, merger or sale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.17. Notwithstanding The Company shall not effect any such share exchange or consolidation, merger or sale, lease or other transfer, unless prior to, or simultaneously with, the foregoingconsummation thereof, the successor Person (if more other than 20% in aggregate value the Company) resulting from such share exchange or consolidation or merger, or such Person purchasing, leasing or otherwise acquiring such assets, shall assume, by written instrument, the obligation to deliver to the Warrantholder the shares of the cash, stock, other securities or assets deliverable to such holder which, in accordance with the foregoing provisions, the Warrantholder may be entitled and all other obligations of the Company under this Warrant. The provisions of this Section 6(bparagraph (c) would consist of cash or debt securitiesshall apply to successive reorganizations, then the Warrantholder shall have the right (the "Special Reorganization Right") at its electionreclassifications, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Companyconsolidations, mergers, sales, leasing transactions and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)transfers.

Reorganization, etc. If at any time after the date of issuance of this Warrant any consolidation of the Company HRN with or merger of the Company HRN with or into any other Person (other than a merger or consolidation in which the Company HRN is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) combination in, outstanding shares of Class A Common Stock) or any sale, lease or other transfer of all or substantially sub stantially all of the assets of the Company HRN to any other person Person (each, each a "Reorganization Event"), shall be effected in such a way that the holders of Class A Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company HRN or another Person) with respect to or in exchange for Class A Common Stock, then, upon exercise with respect to any unexercised Warrant, the Board of this Directors of HRN or any surviving or acquiring corporation or entity (the "Relevant Entity") shall take such action as is equitable and appropriate to substitute a new warrant for such Warrant the Warrantholder shall have the right or to receive the kind and amount of cash, stock, other securities assume such Warrant in order to make such new or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Event, subject to adjustments that shall be assumed warrant as nearly equivalent as may be practicable practicable, equivalent to the adjustments provided for in this Section 6.1old Warrant (the "Reorganization Action"). Notwithstanding the foregoing, if more than 20% in aggregate value lieu of taking any such action, the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall Relevant Entity may pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term Value of the Warrant and the market price (as defined below) in cancellation of the Warrant. The "Value of the Warrant" shall be the value of the consideration received less the Exercise Price as determined in good faith by HRN's Board of Directors. The Value of the Warrant shall be payable either, at the election of the Relevant Entity, in cash or in the form of consideration paid to holders of shares of Class A Common Stock of pursuant to the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b).

Reorganization, etc. If at Subject to Section 1.8(a) and -------------------- the Stockholders Agreement, in case of any time after the date of issuance of this Warrant any consolidation capital reorganization of the Company in which the outstanding shares of Common Stock are changed into or exchanged for different securities of the Company or any distribution is made with respect to such shares of Common Stock, other than in the cases referred to in Section 2.1 hereof, or the consolidation or merger of the Company with or into any other Person another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofchange whatsoever in or distribution with respect to, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result the outstanding Common Stock of a subdivision or combination) in, outstanding shares of Common Stockthe Company) or any sale, lease or other transfer of all or substantially all the sale of the assets assets, property or business of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to any other person (each, a as "Reorganization EventReorganizations"), there shall thereafter be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange for Common Stock, then, deliverable upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder Option (in lieu of the number of shares of Common Stock that such Warrantholder theretofore deliverable) the number of shares of stock or other securities or property to which a holder of the number of Option Shares which would otherwise have been deliverable upon the exercise of this Option would have been entitled upon such Reorganization if this Option had been exercised in full immediately prior to receive such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth with respect to the rights and interests of the Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization EventOption. Subject to Section 1.8(a) and the Stockholders Agreement, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Rightnot effect any such Reorganization, instead of the cash, stock, other securities unless upon or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as and is not the financial condition and prospects issuer of the Company, the remaining unexpired term shares of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b).stock or other

Reorganization, etc. (a) If at any time after reorganization or reclassification of the date of issuance of this Warrant any consolidation capital stock of the Company with or consolidation or merger of the Company with or into any other Person another corporation (other than a consolidation or merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofor change of the outstanding Common Stock), or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of the its assets of the Company to any other person (each, a "Reorganization Event"), shall be effected another corporation in such a way that which the holders of Common Stock shall be are entitled to receive cash, stockshares, other securities or assets property (whether hereinafter a "Capital Reorganization") shall be effected, and if the Holder exercises this Warrant after the effective date of such cashCapital Reorganization, stockthen, the Holder shall receive, in lieu of the number of shares of Common Stock to which it was previously entitled upon exercise of this Warrant, the aggregate number of shares, other securities or assets are issued or distributed by other property which the Company or another Person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall Holder would have the right been entitled to receive as a result of such Capital Reorganization if, on the kind and amount of casheffective date thereof, stock, other securities or assets receivable upon such Reorganization Event by a the Holder had been the registered holder of the number of shares of Common Stock that such Warrantholder would have been to which it was previously entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before and in any such Reorganization Event, subject to adjustments that case appropriate provision shall be made with respect to the rights and interests of Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly equivalent as may be practicable be, in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other any securities or property thereafter deliverable upon the exercise hereof. The Company shall not effect any such reorganization, consolidation, merger or sale unless, prior to or contemporaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets deliverable shall assume by written instrument executed and delivered to Holder, the obligation to deliver to Holder such holder securities or property as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash provisions, Holder may be entitled to purchase or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)receive.

Reorganization, etc. If at any time after the date of issuance of this Warrant any consolidation capital reorganization or reclassification of the Company with Common Shares of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother legal entity, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of its assets to another legal entity is effective, then, as a condition of the assets reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Warrant Holder after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Common Shares of the Company purchasable and receivable immediately prior to any other person (eachthe transaction upon the exercise of the rights represented by this Warrant, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are that may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding Common StockShares equal to the number of Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by this Warrant as if the reorganization, thenreclassification, upon exercise consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Warrant Holder to ensure that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Warrantholder shall have the right to receive the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive Shares purchasable upon the exercise of this Warrant had this Warrant been exercised Warrant) shall immediately before such Reorganization Event, subject to adjustments that shall after the transaction be applicable as nearly equivalent as may be practicable possible to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any shares of the cash, stock, other securities or assets deliverable immediately after the transaction upon the exercise of this Warrant. The Company shall not effect any consolidation, merger or sale unless, prior to such holder the consummation of the transaction, the successor legal entity (if other than the Company) resulting from the consolidation or merger, or the legal entity purchasing the assets, assumes by written instrument executed and delivered to the Warrant Holder the obligation to deliver to the Warrant Holder the shares of stock, securities or assets in accordance with the foregoing provisions that the Warrant Holder may be entitled to purchase in accordance with the terms and provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)3.04.

Reorganization, etc. If at In case of any time after recapitalization, reclassification or reorganization of the date outstanding Common Stock (other than a change under Section 3.1 or Section 3.2 or that solely affects the par value of issuance such Common Stock), or in the case of this Warrant any amalgamation, conversion, merger or consolidation of the Company with or merger of the Company with into another corporation or into any other Person entity (other than a consolidation or merger or consolidation in which the Company is the surviving or continuing corporation and which that does not result in any recapitalization, reclassification ofor reorganization of the outstanding Common Stock), or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result the case of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease lease, license, transfer or other transfer of all conveyance to another corporation or substantially all entity of the assets or other property of the Company to as an entirety or substantially as an entirety in connection with which the Company is dissolved, liquidated or wound up (any other person (eachof the foregoing, a "Reorganization Event"an “Organic Change”), shall be effected but subject in all such a way that events to the holders provisions of Common Stock Section 3.2 of the Stockholders Agreement, from and after such Organic Change, each Registered Holder, following the exercise of such Warrants in accordance herewith shall be entitled to receive cashreceive, in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Holder’s Warrant, such shares of stock, other securities or assets (whether such cash, stock, other securities or assets are as would have been issued or distributed by payable in such Organic Change (if the Company or another PersonRegistered Holder had exercised its Warrant immediately prior to such Organic Change) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive then acquirable and receivable upon exercise of this such Registered Holder’s Warrant had this Warrant been exercised immediately before such Reorganization EventOrganic Change not taken place. In any such case, subject to adjustments that shall be appropriate adjustment (as nearly equivalent as may be practicable to the adjustments provided for determined in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise good faith by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(bBoard) unless effective provision shall be made so as in the application of the provisions set forth herein with respect to give effect the rights and interests thereafter of each Registered Holder, to the end that the provisions set forth in this Section 6.1(b)3 (including provisions with respect to changes in and other adjustments of the Warrant Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any stock or other securities thereafter deliverable upon the exercise of this Warrant.

Reorganization, etc. If at In case of any time after capital reorganization of the date Company, or of issuance any reclassification of this Warrant any the Common Stock (other than a reclassification of the Common Stock referred to in Section 5(a) above), or in the case of the consolidation of the Company with or the merger of the Company with or into any other Person (other than a merger corporation or consolidation in which of the Company is the surviving sale or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other person (eachcorporation, a "Reorganization Event")each Warrant shall after such capital reorganization, shall be effected in such a way that reclassification of the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange for Common Stock, thenconsolidation, merger, sale or transfer be exercisable, upon exercise the terms and conditions specified in this Agreement, for the number of this Warrant the Warrantholder shall have the right shares of stock or other securities, assets, or cash to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by which a holder of the number of shares of Common Stock that purchasable (at the time of such Warrantholder capital reorganization, reclassification of shares, consolidation, merger, sale or transfer) upon exercise of such Warrant would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventcapital reorganization, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price reclassification of the Common Stock of the Company after announcement of Stock, consolidation, merger, sale or transfer; and in any such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to case, if necessary, the provisions set forth in this Section 6.1(b)5(c) with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities, assets, or cash thereafter deliverable upon the exercise of the Warrants. The subdivision or combination of the Common Stock at any time outstanding into a greater or lesser number of shares shall not be deemed to be a reclassification of the Common Stock for the purposes of this paragraph. The Company shall not effect any such consolidation, merger, transfer, or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or receiving, such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the holders of the Warrants, the obligation to deliver to the holder of each Warrant such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and to perform the other obligations of the Company under this Warrant Agreement. This Section 5(c) shall not apply to any sale, transfer or lease as an entirety, or substantially as an entirety, of the properties and assets of the Company as collateral security for obligations of the Company.

Reorganization, etc. If at any time after the date of issuance of this Warrant any consolidation reorganization or reclassification of the Company with capital stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of its assets to another corporation or other Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby Holder shall thereafter have the assets right to purchase and receive upon the terms and conditions herein specified and in lieu of the shares of the Venture Financing Securities of the Company to any other person (each, a "Reorganization Event"), shall be effected in immediately theretofore purchasable and receivable upon exercise of this Warrant such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are property as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for Common Stock, then, a number of outstanding shares of the Venture Financing Securities equal to the number of shares of the Venture Financing Securities immediately theretofore purchasable and receivable upon the exercise of this Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the Warrantholder shall have rights and interests of Holder to the right to receive end that the kind provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization EventWarrant) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable be, in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other any securities or property thereafter deliverable upon the exercise hereof. The Company shall not effect any such reorganization, consolidation, merger or sale unless, prior to or contemporaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation or other Person purchasing such assets deliverable shall assume by written instrument executed and delivered to Holder, the obligation to deliver to Holder such holder securities or property as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash provisions, Holder may be entitled to purchase or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)receive.

Reorganization, etc. If at any time after the date of issuance of this Warrant any consolidation reorganization or reclassification of the Company with capital stock of the Company, or consolidation or merger of the Company with another corporation which after the transaction will be required to file reports with the Securities and Exchange Commission (the "SEC") pursuant to Section 13 or into any other Person 15 of the Exchange Act (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of"Public Corporation"), or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of the Company's assets to another Public Corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby Holder shall thereafter have the right to purchase and receive, upon the terms and conditions and pursuant to the procedures herein specified and in lieu of the Company to any other person (each, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cashimmediately theretofore purchasable and receivable upon exercise of this Warrant, stock, other such securities or assets (whether such cash, stock, other securities or assets are property as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding shares of Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right Stock equal to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive immediately theretofore purchasable and receivable upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventreorganization, subject to adjustments that reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly equivalent as may be practicable be, in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value of the cash, stock, other any securities or property thereafter deliverable upon the exercise hereof. The Company shall not effect any such reorganization, reclassification, consolidation, merger or sale unless, prior to or contemporaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets deliverable shall assume by written instrument executed and delivered to Holder, which written instrument shall be in form and substance reasonably satisfactory to Holder, the obligation to deliver to Holder such holder securities or property as, in accordance with the foregoing provisions, Holder may be entitled to purchase or receive upon Holder's proper exercise of the terms and provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)Warrant.

Reorganization, etc. If at any time after the date of issuance of this Warrant there is any consolidation capital reorganization, redemption, or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, redemption, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustment of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Company the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the assets registered holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the securities of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant the Warrantholder rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place; in such event appropriate provision shall have be made with respect to the right rights and interests of the registered holders to receive the kind end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any share of the cash, stock, other securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such holder consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Company the obligation to deliver to the registered holders such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustments of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time If, after the date of issuance of this Warrant hereof, and prior to redemption any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustment of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable be, in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustment of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant Agreement any consolidation -------------------- capital reorganization or reclassification of the Company with Common Shares of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of its assets to another corporation is effective, then, as a condition of the assets reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Common Shares of the Company purchasable and receivable immediately prior to any other person (eachthe transaction upon the exercise of the rights represented by the Warrants, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are that may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding Common Stock, then, Shares equal to the number of Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants if the reorganization, reclassification, consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Warrant holders to the end that the provision of this Agreement (including, without limitation, provisions for adjustments of the Warrant the Warrantholder shall have the right to receive the kind Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon exercise of this Warrant had this Warrant been exercised the Warrants) shall immediately before such Reorganization Event, subject to adjustments that shall after the transaction be applicable as nearly equivalent as may be practicable possible to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any shares of the cash, stock, other securities or assets deliverable immediately after the transaction upon the exercise of the Warrants. The Company shall not effect any consolidation, merger or sale unless, prior to such holder the consummation of the transaction, the successor corporation (if other than the Company) resulting from the consolidation or merger, or the corporation purchasing the assets, assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders the shares of stock, securities or assets in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then that the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after prior to the date of issuance exercise of this Warrant in full any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) person or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a "Reorganization Event")person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Personperson) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event reorganization, reclassification, consolidation, merger or sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventreorganization, reclassification, consolidation, merger or sale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.16. Notwithstanding If the foregoing, if more per-share consideration payable to the Warrantholder in connection with any such transaction is in a form other than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt marketable securities, then the Warrantholder value of such consideration shall have the right (the "Special Reorganization Right") at its election, exercisable be determined by giving written notice to the Company prior and the Warrantholders representing a majority of the shares of Common Stock obtainable upon exercise of all Warrants then outstanding. If such parties are unable to 120 reach agreement within five (5) days after the occurrence of the Valuation Event, the fair value of such consideration will be determined within five (5) days after the fifth (5th) day following the consummation Valuation Event by the Company's independent accountants. The determination of such Reorganization Event to receive from the Companyaccountants shall be final and binding upon all parties absent manifest error, and the Company fees and expenses of such accountant shall pay to the Warrantholder promptly after the exercise be borne ratably by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant Company and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)Warrantholders.

Reorganization, etc. If at any time after prior to the date of issuance exercise of this Warrant in full any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) person or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a "Reorganization Event")person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Personperson) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event reorganization, reclassification, consolidation, merger or sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventreorganization, reclassification, consolidation, merger or sale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.16. Notwithstanding If the foregoing, if more per-share consideration payable to the Warrantholder in connection with any such transaction is in a form other than 20% in aggregate value of the cash, stock, other securities or assets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt marketable securities, then the Warrantholder value of such consideration shall have be determined by the right Company and the Warrantholders representing a majority of the shares of Common Stock obtainable upon exercise of all Warrants then outstanding. If such parties are unable to reach agreement within five (5) days after the occurrence of an event requiring valuation (the " Valuation Event"Special Reorganization Right"), the fair value of such consideration will be determined within five (5) at its election, exercisable by giving written notice to days after the Company prior to 120 days fifth (5th) day following the consummation Valuation Event by the Company's independent accountants. The determination of such Reorganization Event to receive from the Companyaccountants shall be final and binding upon all parties absent manifest error, and the Company fees and expenses of such accountant shall pay to the Warrantholder promptly after the exercise be borne ratably by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant Company and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)Warrantholders.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustments of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable be, to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof, the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder which, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustment of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any share of the cash, stock, other securities securities, or assets thereafter deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after upon the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Eventhereof. The Company shall not enter into effect any of the transactions referred to in this Section 6.1(b) such consolidation, merger, or sale unless effective provision shall be made so as to give effect prior to the provisions set forth in this Section 6.1(b).consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital -------------------- reorganization or reclassification of the Company with Common Stock of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the assets Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities securities, or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this the rights represented by the Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Warrant holders to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustments of the kind Warrant Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor corporation (if other than the Company) resulting from such consolidation or merger, if more than 20% in aggregate value or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant hereof any consolidation capital reorganization or reclassification of the Company with Common Stock, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the assets registered holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant (including the payment of the Purchase Price) and in lieu of the securities of the Company to any other person (eachimmediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for the number of outstanding shares of such Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right Stock equal to receive the kind and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant Warrant, had this Warrant been exercised immediately before such Reorganization Eventreorganization, subject to adjustments that reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the registered holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any share of the cash, stock, other securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such holder consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Company the obligation to deliver to the registered holders such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after prior to the date of issuance exercise of this ------------------- Warrant in full any capital reorganization of the Company, or any reclassification of the Preferred Stock or Common Stock, or any consolidation of the Company with or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) person or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other or of the person (each, a "Reorganization Event"), shall be effected in formed by such a way that consolidation or resulting from such merger or which acquires such assets the holders of Common Stock Warrantholder shall be entitled thereafter to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are issued or distributed by the Company or another Person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive for the kind and amount of securities, cash, stock, and other securities or assets property receivable upon such Reorganization Event consolidation, merger, sale or transfer by a holder of the number of shares of Preferred Stock or Common Stock that such Warrantholder would have been entitled to receive upon exercise of for which this Warrant had this Warrant may have been exercised immediately before prior to such Reorganization Eventconsolidation, subject merger, sale or transfer, assuming (i) such holder of Preferred Stock or Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to adjustments which such sale or transfer was made, as the case may be ("constituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Preferred Stock or Common Stock, as applicable, failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Preferred Stock or Common Stock, as applicable, held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section 9.1(c) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1Warrant. Notwithstanding In any such event, effective provisions shall be made in the foregoing, if more than 20% in aggregate value certificate or articles of incorporation of the cashresulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Warrantholder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities or assets deliverable to such holder in accordance with the foregoing securities, cash and property. The provisions of this Section 6(b9.1(c) would consist of cash shall similarly apply to successive consolidations, mergers, sales, leases or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)transfers.

Reorganization, etc. If In case, at any time after during the date exercise period, of issuance any capital reorganization, of this Warrant any consolidation reclassification of the Company with or merger stock of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change company (other than a change in par value or from par value to no par value or from no par value to par value, value or as a result of a subdivision stock dividend or combination) insubdivision, outstanding shares split-up or combination of Common Stockshares), or the consolidation or merger of the company with or into another corporation (other than a consolidation or merger in which the company is the continuing operation and which does not result in any change in the common stock) or any sale, lease or other transfer of the sale of all or substantially all of the properties and assets of the Company company as an entirety to any other person (eachcorporation, a "Reorganization Event")this warrant shall, shall after such reorganization, reclassification, consolidation, merger or sale, be effected in such a way that exercisable for the holders kind and number of Common Stock shall be entitled to receive cash, stock, shares of stock or other securities or property of the company or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets (whether shall have been sold to which such cashholder would have been entitled if he had held the common stock issuable upon the exercise hereof immediately prior to such reorganization, stockreclassification, consolidation, merger or sale. In any such reorganization or other securities action or assets are issued or distributed by the Company or another Person) transaction described above, appropriate provision shall be made with respect to or in exchange for Common Stock, then, upon exercise the rights and interests of the holder of this Warrant warrant to the Warrantholder shall have end that the right to receive provisions hereof (including, without limitation, provisions for adjustments of the kind warrant price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable and receivable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventwarrant) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable be, in relation to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any shares of the cash, stock, other securities or assets thereafter deliverable upon the exercise hereof. The company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation or entity (if other than the company) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such holder may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant Agreement any consolidation capital reorganization or reclassification of the Company with Common Shares of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother entity, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of its assets to another entity is effective, then, as a condition of the assets reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Registered Holders after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Warrant Shares of the Company purchasable and receivable immediately prior to any other person (eachthe transaction upon the exercise of the rights represented by the Warrants, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are that may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding Common Stock, then, Shares equal to the number of Warrant Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants if the reorganization, reclassification, consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Registered Holders to the end that the provision of this Warrant Agreement (including, without limitation, provisions for adjustments of the Warrantholder shall have the right to receive the kind Exercise Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive Warrant Shares purchasable upon exercise of this Warrant had this Warrant been exercised the Warrants) shall immediately before such Reorganization Event, subject to adjustments that shall after the transaction be applicable as nearly equivalent as may be practicable possible to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any shares of the cash, stock, other securities or assets deliverable immediately after the transaction upon the exercise of the Warrants. The Company shall not effect any consolidation, merger or sale unless, prior to such holder the consummation of the transaction, the successor entity (if other than the Company) resulting from the consolidation or merger, or the entity purchasing the assets, assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Registered Holders the shares of stock, securities or assets in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then that the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice Registered Holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant Agreement any consolidation ------------------- capital reorganization or reclassification of the Company with Common Shares of the Company, or consolidation or merger of the Company with or into any other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification ofanother corporation, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer sale of all or substantially all of its assets to another corporation is effective, then, as a condition of the assets reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Common Shares of the Company purchasable and receivable immediately prior to any other person (eachthe transaction upon the exercise of the rights represented by the Warrants, a "Reorganization Event"), shall be effected in such a way that the holders shares of Common Stock shall be entitled to receive cash, stock, other securities or assets (whether such cash, stock, other securities or assets are that may be issued or distributed by the Company or another Person) payable with respect to or in exchange for a number of outstanding Common Stock, then, Shares equal to the number of Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants if the reorganization, reclassification, consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Warrant holders to the end that the provision of this Agreement (including, without limitation, provisions for adjustments of the Warrant the Warrantholder shall have the right to receive the kind Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive purchasable upon exercise of this Warrant had this Warrant been exercised the Warrants) shall immediately before such Reorganization Event, subject to adjustments that shall after the transaction be applicable as nearly equivalent as may be practicable possible to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, if more than 20% in aggregate value any shares of the cash, stock, other securities or assets deliverable immediately after the transaction upon the exercise of the Warrants. The Company shall not effect any consolidation, merger or sale unless, prior to such holder the consummation of the transaction, the successor corporation (if other than the Company) resulting from the consolidation or merger, or the corporation purchasing the assets, assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders the shares of stock, securities or assets in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then that the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.

Reorganization, etc. If at there shall be effected any time after the date of issuance of this Warrant any consolidation of the Company with amalgamation or merger of the Company with or into any another corporation, other Person (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) entity or any sale, lease or other transfer sale of all or substantially all of the Company's assets of the Company to any other person (each, a "Reorganization Event"), shall be effected another entity in such a way that the which holders of Common Stock shall be entitled to Shares will receive cash, stock, in exchange for their Common Shares other securities or assets (whether assets, then, as a condition to the closing of such cashamalgamation, merger, or sale, lawful and fair provision shall be made whereby the Holders thereafter shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Warrant Shares issuable upon exercise of the Warrants, such shares of stock, other securities securities, or assets are as may be issued or distributed by the Company or another Person) payable with respect to or in exchange for Common Stock, then, the number of Warrant Shares issuable upon the exercise of this Warrant the Warrantholder Warrants prior to the closing of such amalgamation, merger or sale. In any such case appropriate provision shall have be made with respect to the right rights and interests of the Holders to receive the kind end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and amount of cash, stock, other securities or assets receivable upon such Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive Warrant Shares purchasable upon the exercise of this Warrant had this Warrant been exercised immediately before such Reorganization Eventthe Warrants) shall thereafter be applicable, subject to adjustments that shall be as nearly equivalent as may be practicable practicable, in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such amalgamation, merger, or sale unless prior to the adjustments provided for in this Section 6.1. Notwithstanding consummation thereof the foregoingsuccessor entity (if other than the Company) resulting from such amalgamation or merger, if more than 20% in aggregate value or the entity purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Holders such shares of the cash, stock, other securities securities, or assets deliverable to such holder as, in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securitiesprovisions, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice such Holders may be entitled to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not enter into any of the transactions referred to in this Section 6.1(b) unless effective provision shall be made so as to give effect to the provisions set forth in this Section 6.1(b)purchase.