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

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a way that the shares of Common Stock are converted into the right to receive (either directly or upon subsequent liquidation) stock, securities, other equity interests or assets (including cash) with respect to or in exchange for shares of Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision to ensure that each of the Holders shall thereafter have the right to acquire and receive, in lieu of or in addition to (das the case may be) effect a capital reorganization or reclassification the Common Stock immediately theretofore acquirable and receivable upon the exercise of its Capital Stocksuch Holder’s Warrants, then, and (x) in the case of each a Mixed Consideration Merger, the Public Stock issued in such Triggering Event, proper provision shall be made so that, upon the basis Mixed Consideration Merger and the terms and (y) in the manner provided case of any other Organic Change, such stock, securities, other equity interests or assets, in this Warranteach case as may be issued or payable in connection with the Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such Holder’s Warrants, for an aggregate Exercise Price per Warrant equal to (i) in the case of a Mixed Consideration Merger, the Holder of this aggregate Exercise Price per Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised as in effect immediately prior to such Triggering EventMixed Consideration Merger times the Stock Consideration Ratio and (ii) in the case of any other Organic Change, to receive at the aggregate Exercise Price per Warrant Price as in effect at immediately prior to such Organic Change. In any such case, the time immediately Company shall make appropriate provision to insure that all of the provisions of the Warrants shall thereafter be applicable to such stock, securities, other equity interests or assets. The Company shall not effect any such consolidation, merger or sale of all or substantially all of the Company’s assets where the Warrants will be assumed by the successor entity, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument the obligation to deliver to each such Holder upon exercise of any Warrant, such Triggering Event stock, securities, equity interests or assets (including cash) as, in lieu of the accordance with Article 5, such Holder may be entitled to acquire. This Section 5.5 shall not apply to any Warrants or Common Stock issuable upon such exercise redeemed or sold in connection with any Organic Change pursuant to Section 6.1, Section 6.2(b), Section 6.3(a)(i) and Section 6.3(b), provided that, for the avoidance of this Warrant prior to such Triggering Eventdoubt, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere set forth in this Section 4. Notwithstanding the foregoing 5.5 shall be applicable to the contrary, this Section 4(a)(i) shall only apply if the surviving entity any Warrants that remain outstanding pursuant to this Agreement in connection with a Public Stock Merger or Mixed Consideration Merger (including any adjustment applicable in connection with such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed Public Stock Merger or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaMixed Consideration Merger).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any reclassification, recapitalization or reorganization, or consolidation or merger of the following (each, a "Triggering Event"): (a) consolidate or merge Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergeranother corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or other similar transaction, shall be effected in such a way that holders of Common Stock shall be entitled to receive, with respect to or in exchange for their shares of Common Stock, securities or other assets to any other Person, or property (dan “Organic Change”) effect a capital reorganization and the Company is the resulting or reclassification surviving corporation of its Capital Stocksuch Organic Change, then, as a condition of such Organic Change, provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company purchasable and receivable upon the exercise of this Warrant immediately prior to such Triggering EventOrganic Change) such shares of stock, proper securities or other assets or property as may be issued or payable in connection with such Organic Change with respect to or in exchange for the number of outstanding shares of such Common Stock purchasable and receivable upon the exercise of this Warrant immediately prior to such Organic Change. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares (or amount of stock, other securities or property) purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or property thereafter deliverable upon the consummation exercise hereof. In the event of such Triggering Event, any Organic Change pursuant to which the extent this Warrant Company is not exercised prior to such Triggering Eventthe surviving or resulting corporation, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash and property to which corporation resulting from such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange Organic Change or the OTC Bulletin Board. In corporation purchasing such assets shall assume by written instrument the event that the surviving entity pursuant obligation to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay deliver to the Holder an amount equal such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital the capital stock of the Company or any consolidation or merger of the Company with another corporation, other than a Change of Control, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, exercise, merger or sale, lawful and in the case of each such Triggering Event, proper adequate provision shall be made so that, whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the manner provided in shares of Common Stock immediately theretofore receivable upon the exercise of this Warrant, that number of shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the Holder number of Warrant Shares for which this Warrant could have been exercised immediately prior to such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be entitled made with respect to the rights and interests of such Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the exercise hereof at of this Warrant. The Company will not effect any time after the consummation of such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale, to receive at the Warrant Price in effect at the time immediately unless prior to the consummation of thereof the successor corporation (if other than the Company) resulting from such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed consolidation or quoted on a national exchange merger or the OTC Bulletin Board. In the event that the surviving entity pursuant to any corporation purchasing such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934assets shall assume, as amended, by written instrument executed and mailed or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay delivered to the Holder an amount equal 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 (including cash) as, in accordance with the value of this Warrant according foregoing provisions, the Holder may be entitled to the Black-Scholes formulareceive.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, in the event that the Per Share Market Value is less than the Warrant Price at the time of such Triggering Event, the Holder shall receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and another corporation where the Issuer shall holders of outstanding Voting Stock prior to such merger or consolidation do not be own over 50% of the continuing outstanding Voting Stock of the merged or surviving corporation of consolidated entity immediately after such consolidation merger or mergerconsolidation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or reclassification combination of its Capital Stockshares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of the Company’s Preferred Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders of a majority in interest of the warrants to purchase Preferred Stock then outstanding, executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Company, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange exchange, OTC Bulletin Board or the OTC Bulletin BoardPink Sheets. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange exchange, OTC Bulletin Board or the OTC Bulletin BoardPink Sheets, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding Immediately upon the foregoing occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the contrary, Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any Any recapitalization, reorganization, reclassification, consolidation, merger or sale of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after exchange for Common Stock is referred to herein as an “Organic Change”. Prior to the consummation of such Triggering Eventany Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the extent Registered Holder of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) to insure that the Registered Holder of the Warrants shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable on the exercise of such Registered Holder’s Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the Registered Holder had exercised this Warrant is not exercised immediately prior to such Triggering EventOrganic Change) with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable on exercise of such Registered Holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall make provision (in form and substance commercially reasonably satisfactory to receive at the Warrant Price in Registered Holder) with respect to such Registered Holder’s’ rights and interests to insure that the provisions of this Section 3 and Section 4 hereof shall thereafter apply to the Warrants. The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and property substance commercially reasonably satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventRegistered Holder), subject the obligation to adjustments (subsequent deliver to each such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere Registered Holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such Registered Holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any reclassification, recapitalization or reorganization, or consolidation or merger of the following (each, a "Triggering Event"): (a) consolidate or merge Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergeranother corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or other similar transaction, shall be effected in such a way that holders of Common Stock shall be entitled to receive, with respect to or in exchange for their shares of Common Stock, securities or other assets to any other Person, or property (dan “Organic Change”) effect a capital reorganization and the Company is the resulting or reclassification surviving corporation of its Capital Stocksuch Organic Change, then, as a condition of such Organic Change, provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company purchasable and receivable upon the exercise of this Warrant immediately prior to such Triggering EventOrganic Change) such shares of stock, proper securities or other assets or property as may be issued or payable in connection with such Organic Change with respect to or in exchange for the number of outstanding shares of such Common Stock purchasable and receivable upon the exercise of this Warrant immediately prior to such Organic Change. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares (or amount of stock, other securities or property) purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or property thereafter deliverable upon the consummation exercise hereof. In the event of such Triggering Event, any Organic Change pursuant to which the extent this Warrant Company is not exercised prior to such Triggering Eventthe surviving or resulting corporation, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash and property to which corporation resulting from such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange Organic Change or the OTC Bulletin Board. In corporation purchasing such assets shall assume by written instrument the event that the surviving entity pursuant obligation to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay deliver to the Holder an amount equal such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase; provided, however, this Warrant may be canceled by the Company as of the effective date of any such Organic Change pursuant to which the Company is not the surviving or resulting corporation by giving notice to the value Holder of this Warrant according the Company’s intent to do so at least fifteen business days prior to the Black-Scholes formulaeffective date of such Organic Change or record date associated with such Organic Change, whichever is earlier.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If --------------------------------------------------------------- any of the following (eachcapital reorganization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash reclassification or any other propertychange of capital stock of the Company, or (c) any consolidation or merger of the Company with another person, or the sale or transfer of all or substantially all of its properties assets to another person shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification in exchange for their shares of its Capital Common Stock, then, and in the case of each such Triggering Event, proper then provision shall be made so thatby the Company, in accordance with this Section 2.1, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and in the manner provided conditions specified in this WarrantWarrant Agreement and in addition to or in exchange for, as applicable, the Holder of Warrant Shares subject to this Warrant shall be entitled immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the aggregate Warrant Shares immediately theretofore purchasable and receivable upon the exercise of such Triggering Event, to the extent this rights represented hereby if exercise of the Warrant is not exercised had occurred immediately prior to such Triggering Eventreorganization, to receive at the Warrant Price in reclassification, consolidation, merger or sale. The Company will not effect at the time immediately any such consolidation, merger, sale, transfer or lease unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets shall assume by written instrument (i) the obligation to deliver to the Holder such securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and (ii) all other obligations of the Company under this Warrant; provided, however, that the failure to comply with the foregoing shall not affect the validity or legality of such Triggering Event in lieu of the Common Stock issuable upon such exercise consolidation, merger, sale, transfer or lease. The provisions of this Warrant prior Section 2.1 shall similarly apply to such Triggering Eventsuccessive consolidations, the Securitiesmergers, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)exchanges, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrarysales, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed transfers or quoted on a national exchange or the OTC Bulletin Boardleases. In the event that the surviving entity pursuant to in connection with any such Triggering Event is not capital reorganization or reclassification, consolidation, merger, sale or transfer, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a public company that is registered pursuant to security of the Securities Exchange Act Company other than Common Stock, any such issue shall be treated as an issue of 1934, as amended, or its common stock is not listed or quoted on a national exchange or Common Stock covered by the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value provisions of this Warrant according to the Black-Scholes formulaSection 2.2 hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders of Warrants representing a majority of the Warrant Stock obtainable upon exercise of all Warrants then outstanding under this Series of Warrants) to insure that each of the Registered Holders of Warrants under this Series of Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in as the case may be) the shares of each such Triggering Event, proper provision shall be made so that, upon the basis Warrant Stock immediately theretofore acquirable and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled receivable upon the exercise hereof at any time after the consummation of such Triggering Eventholder’s Warrant, to such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the extent holder had exercised this Warrant is not exercised immediately prior to such Triggering EventOrganic Change) with respect to or in exchange for the number of shares of Warrant Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place, including by making appropriate provision (in form and substance reasonably satisfactory to receive at the Registered Holders of Warrants representing a majority of the Warrant Price in Stock obtainable upon exercise of all Warrants then outstanding under this Series of Warrants) with respect to such holders’ rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 shall thereafter be applicable to the Warrants. The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Registered Holders of such Triggering Event in lieu Warrants representing a majority of the Common Warrant Stock issuable obtainable upon such exercise of all Warrants then outstanding under this Warrant prior to such Triggering EventSeries of Warrants), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If --------------------------------------------------------------- any of the following (eachcapital reorganization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash reclassification or any other propertychange of capital stock of the Company, or (c) any consolidation or merger of the Company with another person, or the sale or transfer of all or substantially all of its properties assets to another person shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification in exchange for their shares of its Capital Common Stock, then, and in the case of each such Triggering Event, proper then provision shall be made so thatby the Company, in accordance with this Section 2.1, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and in the manner provided conditions specified in this WarrantWarrant Agreement and in addition to or in exchange for, as applicable, the Holder of Warrant Shares subject to this Warrant shall be entitled immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the aggregate Warrant Shares immediately theretofore purchasable and receivable upon the exercise of such Triggering Event, to the extent this rights represented hereby if exercise of the Warrant is not exercised had occurred immediately prior to such Triggering Eventreorganization, to receive at the Warrant Price in reclassification, consolidation, merger or sale. The Company will not effect at the time immediately any such consolidation, merger, sale, transfer or lease unless prior to the consummation of thereof the successor entity (if other than the Company) resulting from such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed consolidation or quoted on a national exchange merger or the OTC Bulletin Board. In entity purchasing such assets shall assume by written instrument (i) the event that the surviving entity pursuant obligation to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay deliver to the Holder an amount equal such securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and (ii) all other obligations of the value Company under this Warrant; provided, however, that the failure to comply with the foregoing shall not affect the validity or legality of this Warrant according to the Black-Scholes formula.such consolidation, merger, sale, transfer or lease. The provisions

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachshare capital of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties shares and/or assets or assets to any other Persontransaction (including, or (d) effect without limitation, a capital reorganization or reclassification sale of substantially all of its Capital Stockassets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property (a “Change”), then, as a condition of such Change, lawful and in the case of each such Triggering Event, proper provision adequate provisions shall be made so that, upon by the basis and the terms and in the manner provided in this Warrant, Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of this Warrant shall be entitled the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Triggering Event, Holder would have been entitled to the extent receive had such Holder exercised this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon Change. The Company or its successor shall promptly issue to Holder a new Warrant for such exercise of this new securities or other property. The new Warrant prior to such Triggering Event, the Securities, cash and property to shall provide for adjustments which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) shall be as nearly equivalent as possible may be practicable to give effect to the adjustments provided for elsewhere in this Section 43 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 3.3 shall similarly apply to successive Changes. Notwithstanding the foregoing previous provisions of this Section, if the Company is a party to a merger with another entity, and if, immediately after the contrarymerger, this Section 4(a)(i) shall only apply if the persons who were shareholders of the Company immediately before the transaction will not own a majority of the outstanding voting securities of the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to in substantially the Securities Exchange Act same proportions as they owned the outstanding voting securities of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In Company before the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Boardtransaction, then the holder shall receive for this Warrant in the merger, in complete satisfaction of all rights hereunder, the amount and kind of securities, cash or other property that such Holder shall would have received in the right to demand that merger if this Warrant had been exercised in full immediately before the Issuer pay to merger, less a portion thereof having a fair market value, as determined in good faith by the Holder an amount Board of Directors of the Company, equal to the value of this Warrant according to the Black-Scholes formulaPrice that would have been payable upon such exercise.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any (i) In case the Issuer after the Original Issue Date shall do any recapitalization or reorganization of the following Company, (eachii) reclassification of the stock of the Company, a "Triggering Event"): (aiii) consolidate consolidation or merge merger of the Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation another Person, (iv) sale of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or the Company’s assets to any other Person, another Person or (dv) effect other transaction, which is effected in such a capital reorganization way that holders of Common Stock are entitled to receive (either directly or reclassification upon subsequent liquidation) stock, securities, assets or other property with respect to or in exchange for Common Stock is referred to herein as an “Organic Change”. Prior to the consummation of its Capital Stockany Organic Change, thenthe Company will make appropriate provision to ensure that each Registered Holder of a Warrant will thereafter have the right to acquire and receive 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 holder’s Warrant, such shares of stock, securities, assets or other property (“Exchangeable Property”) as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company will make appropriate provision with respect to such Registered Holders’ rights and interests to ensure that the provisions of this Warrant will thereafter be applicable to the Warrants (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price in proportion to the Exchangeable Property receivable for each such Triggering Event, proper provision shall be made so that, upon the basis and share of Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrantnumber of Exercise Shares). Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the Holder provisions of this Warrant Section 2B, each Registered Holder shall be entitled upon have the exercise hereof at any time after the consummation of such Triggering Eventright to elect, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior event or transaction, to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible give effect to the adjustments provided for elsewhere exercise rights contained in Section 1 hereof instead of giving effect to the provisions contained in this Section 4. Notwithstanding the foregoing 2B with respect to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaWarrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following (eachCompany, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another person, or (b) permit any other Person to consolidate with the sale, transfer or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock lease of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets to another person shall be effected in such a way that holders of Ordinary Shares shall be entitled to receive stock, securities or assets with respect to any other Personor in exchange for their shares, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper then provision shall be made so thatmade, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and in the manner provided conditions specified in this WarrantWarrant and in addition to or in exchange for, as applicable, the Holder of Warrant Shares subject to this Warrant shall be entitled immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise of such Triggering Event, to the extent this rights represented hereby if exercise of the Warrant is not exercised has occurred immediately prior to such Triggering Eventreorganization, to receive at the Warrant Price in reclassification, consolidation, merger or sale. The Company will not effect at the time immediately any such consolidation, merger, sale, transfer or lease unless prior to the consummation of thereof the successor entity (if other than the Company) resulting from such Triggering Event consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1) the obligation to deliver to such Holder such securities or assets as, in lieu accordance with the foregoing provisions, such Holder may be entitled to purchase, and (2) all other obligations of the Common Stock issuable upon such exercise Company under this Warrant. The provisions of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i5(a) shall only similarly apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934successive consolidations, as amendedmergers, and its common stock is listed exchanges, sales, transfers or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaleases.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets or other transaction, which in each case is effected in such a manner that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Shares is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company shall make lawful and adequate provision (in form and substance satisfactory to the holder of the Note) to insure that the holder of the Note shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) Common Shares immediately theretofore acquirable and receivable upon the conversion of the holder's Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Common Shares immediately theretofore acquirable and receivable upon conversion of the holder's Note had such Organic Change not taken place. In any such case, appropriate provision (in form and substance satisfactory to the holder of the Note) shall be made with respect to the holder's rights and interests to insure that the provisions of this Article 6 shall thereafter be applicable in relation to any other Personshares of stock, securities or assets thereafter deliverable upon the conversion of the Note (d) effect a capital reorganization or reclassification of its Capital Stockincluding, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Conversion Price to the value for the Common Shares reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided number of Common Shares acquirable and receivable upon conversion of the Note, if the value so reflected is less than the Conversion Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such Triggering Event assets assumes by written instrument (in lieu form reasonably satisfactory to the holder of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering EventNote), the Securitiesobligation to deliver to each the holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, the holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Class A Units are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Class A Units is referred to herein as an “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder) to insure that the Registered Holder shall thereafter have the right to acquire and receive, in lieu of the Warrant Units immediately theretofore acquirable and receivable upon the exercise of the Registered Holder’s Warrant, such equity interests, securities or assets as would have been issued or payable in such Organic Change (dif the Registered Holder had exercised this Warrant immediately prior to such Organic Change) effect a capital reorganization with respect to or reclassification in exchange for the number of its Capital StockWarrant Units immediately theretofore acquirable and receivable upon exercise of the Registered Holder’s Warrant had such Organic Change not taken place. In any such case, thenthe Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder) with respect to the Registered Holder’s rights and interests to insure that the provisions of this Section 2 and Section 3 hereof shall thereafter be applicable to this Warrant (including, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Exercise Price to the value for the Class A Units reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in number of Warrant Units acquirable and receivable upon exercise of this Warrant, if the Holder of this Warrant shall be entitled upon value so reflected is less than the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised Exercise Price in effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and property substance satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventRegistered Holder), subject the obligation to adjustments (subsequent to such corporate action) as nearly equivalent as possible deliver to the adjustments provided for elsewhere Registered Holder such equity interests, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, the Registered Holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is has a public company that is class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amendedAct, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amendedAct, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, thenis referred to herein as “Organic Change”. Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrant representing a majority of the Common Stock obtainable upon exercise of all of the Warrant then outstanding) to insure that each of the Registered Holders of the Warrant shall thereafter have the right to acquire and receive, 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 holder’s Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrant representing a majority of the Common Stock acquirable and receivable upon exercise of all of the Warrant then outstanding) with respect to such holders’ rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 hereof shall thereafter be applicable to the Warrant (including, in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the basis Warrant based on the relative value of the Common Stock and the terms and in common stock of the manner provided in this Warrantsuccessor entity or purchasing entity). The Company shall not effect any such consolidation, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Eventmerger or sale, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately unless prior to the consummation of thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such Triggering Event assets assumes by written instrument (in lieu form and substance reasonably satisfactory to the Registered Holders of the Warrant representing a majority of the shares of Common Stock issuable originally acquirable and receivable upon such exercise of this Warrant prior to such Triggering Eventthe Warrant, excluding any shares previously issued under the Warrant), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets or other transaction, which in each case is effected in such a manner that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Shares is referred to herein as an "Organic Change." Prior to the consummation of any other PersonOrganic Change, the Company shall make lawful and adequate provision (in form and substance satisfactory to the holder of the Note) to insure that the holder of the Note shall thereafter have the right to acquire and receive, in lieu of or addition to (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in as the case may be) Common Shares immediately theretofore acquirable and receivable upon the conversion of each the holder's Note, such Triggering Eventshares of stock, proper securities or assets as may be issued or payable with respect to or in exchange for the number of Common Shares immediately theretofore acquirable and receivable upon conversion of the holder's Note had such Organic Change not taken place. In any such case, appropriate provision (in form and substance satisfactory to the holder of the Note) shall be made so thatwith respect to the holder's rights and interests to insure that the provisions of this Article 6 shall thereafter be applicable in relation to any shares of stock, securities or assets thereafter deliverable upon the basis and conversion of the terms and in the manner provided in this WarrantNote. The Company shall not effect any such consolidation, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Eventmerger or sale, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately unless prior to the consummation of thereof, the holder gives it written consent thereto and the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such Triggering Event assets assumes by written instrument (in lieu form reasonably satisfactory to the holder of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering EventNote), the Securitiesobligation to deliver to each the holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, the holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets to another Person (as defined below) or other transaction which is effected in such a way that Holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any other PersonOrganic Change, the Company will make appropriate provision (in form and substance satisfactory to the Holders of the Common Stock Warrants representing a majority of the shares of Common Stock issuable upon exercise of such Common Stock Warrants then outstanding) to ensure that each of the Holders of the Common Stock Warrants will thereafter have the right to acquire and receive in lieu of or addition to (das the case may be) effect the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder's Common Stock Warrants, such shares of stock, securities or assets as may be issued or payable in the Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder's Common Stock Warrants had such Organic Change not taken place (without taking into account any limitations or restrictions on exercise). In any such case, the Company will make appropriate provision (in form and substance satisfactory to the Holders of the Common Stock Warrants representing a capital reorganization or reclassification majority of its Capital Stockthe shares of Common Stock issuable upon exercise of such Common Stock Warrants then outstanding) with respect to such Holders' rights and interests to insure that the provisions of this Section 8 and Section 9 will thereafter be applicable to the Common Stock Warrants (including, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrant, the Holder number of this Warrant shall be entitled shares of shares of Common Stock acquirable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant Warrants, if the value so reflected is less than the Exercise Price in effect immediately prior to such Triggering Eventconsolidation, merger or sale). The terms of any documents evidencing an Organic Change shall include such terms as to give effect to the Securitiestenor of this provision and evidencing the obligation to deliver to each Holder of Common Stock Warrants such shares of stock, cash and property to which securities or assets as, in accordance with the foregoing provisions, such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of Warrants representing a majority of the shares of Warrant Stock obtainable upon exercise of such Warrants (the “Majority Holders”) to insure that each of the Registered Holders of the Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in as the case may be) the shares of each such Triggering Event, proper provision shall be made so that, upon the basis Warrant Stock immediately theretofore acquirable and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled receivable upon the exercise hereof of such holder’s Warrant, such shares of stock, securities or assets (including cash) as would have been issued or payable in such Organic Change (if the holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Warrant Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place, including that if the holders of Common Stock are given any choice as to the securities or assets (including cash) to be received in such Organic Change, then the Registered Holders shall be given the same choice in respect thereof. Notwithstanding anything to the contrary, in the event of an Organic Change involving a Person whose common stock is not traded on a national securities exchange (a “Non-Listed Company”) in which all outstanding shares of Common Stock as of immediately prior to the Organic Change are converted into or exchanged or tendered for stock, securities or assets (other than cash) or the right to receive stock, securities or assets (other than cash) of such Non-Listed Company, the Company (or as applicable, the successor entity) and the purchaser entity shall, at the Registered Holder’s election, exercisable at any time after prior to, concurrently with, or within 30 days after, the consummation of such Triggering EventOrganic Change, purchase this Warrant (or any stock, securities or assets into which this Warrant or the Warrant Stock underlying this Warrant may have been converted or exchanged or for which any of them may have been tendered in such Organic Change) from the Registered Holder by paying to the extent this Warrant is not exercised prior to such Triggering EventHolder cash, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled available funds payable upon the consummation of such Triggering Event if Organic Change (or within 10 days following notice of such election by the Registered Holder had exercised in the rights represented by this Warrant immediately prior thereto (including the right case of a shareholder to elect the type of consideration it will receive upon a Triggering Eventan election delivered after such consummation), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value thereof reflected by the terms of such Organic Change. In the case of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Majority Holders) with respect to such holders’ rights and interests to insure that the provisions of this Warrant according Section 2 and Sections 2D and 4 shall thereafter be applicable to the Black-Scholes formulaWarrants (including, in the case of any such Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the value for the Common Stock reflected by the terms of such Organic Change and a corresponding immediate adjustment in the number of shares of Warrant Stock acquirable and receivable upon exercise of the Warrants, if the value so reflected is less than the Exercise Price in effect immediately prior to such Organic Change). The Company shall not effect any Organic Change unless prior to the consummation thereof, the successor entity (if other than the Company) and the purchasing entity assume by written instrument (in form and substance satisfactory to the Majority Holders), the obligation to deliver to each such holder such shares of stock, securities or assets (including cash) as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Personanother corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or (d) effect a capital reorganization other assets or reclassification of its Capital Stockproperty, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any reorganization described above, appropriate provision shall be made so that, upon with respect to the basis rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Company, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization of the following (eachCompany, a "Triggering Event"): (a) consolidate or merge any reclassification of the Common Stock, or any consolidation or merger of the Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergerperson, or (b) permit any sale, lease or other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock transfer of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or the assets of the Company to any other Personperson, shall be effected in such a way that the holders of the holders of the Common Stock shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash or other property (dwhether such stock, securities, cash or other property are issued or distributed by the Company or any other person) effect a capital reorganization with respect to or reclassification of its Capital Stockin exchange for the Common Stock (each such transaction, an “Organic Change”), then, as a condition to consummation of such Organic Change, lawful, enforceable and in the case of each such Triggering Event, proper adequate provision shall be made so that, whereby the holders of the Warrants shall thereafter have the right to acquire and receive upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering EventWarrants, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of or addition to (as the case may be) the shares of Common Stock issuable immediately theretofore acquirable and receivable upon such exercise of this Warrant prior to such Triggering EventWarrants, the Securitiessuch shares of stock, securities, cash and or other property issuable or payable in the Organic Change with respect to which or in exchange for such Holder number of outstanding shares of Common Stock as would have been entitled received upon the consummation exercise of such Triggering Event if Warrants had such Holder had Warrants been exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)before such Organic Change, subject to adjustments (for events subsequent to the effective date of such corporate action) Organic Change as nearly equivalent as possible may be practicable to the adjustments provided for elsewhere in this Section 414, provided that the Company shall have the right, at its sole option, to substitute on a per share basis an equal amount of cash for any such stock, securities or other property which would otherwise have been issuable or payable to the holder of any Warrant upon exercise thereof to the extent attributable to the Option Value of such Warrant. Notwithstanding The Company shall not effect any Organic Change unless prior to the consummation thereof, the successor entity (if different from the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets assumes by written instrument delivered to the Warrant Agent the obligation to deliver to each such Holder such shares of stock, securities, cash or other property as, in accordance with the foregoing provisions, such Holder may be entitled to acquire. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving person, or in any contract of sale, merger, conveyance, lease, transfer or otherwise, so that the provisions set forth in this Agreement for the protection of the rights of the holders of the Warrants shall thereafter continue to be applicable. The foregoing provisions of this Section 14(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, leases or other transfers. If, at any time prior to the contraryexpiration of eighteen (18) months after the Effective Date of the Plan, this Section 4(a)(ia merger, reorganization, reclassification, consolidation or other similar transaction involving the Company is consummated (each a “Conversion Transaction”) shall only apply if whereby the Common Stock held by persons who do not control the Company immediately prior to the Conversion Transaction is converted into the right to receive cash or any other consideration which is not common equity and, as a result of such Conversion Transaction, persons who control the Company immediately prior to the transaction and/or their affiliates also control the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Boardentity, then the Holder Warrants will become exercisable (such exercise to be in accordance with the terms contained herein, including, without limitation, the payment of the Exercise Price) on a per share basis for the greater of (i) the amount of cash or other consideration delivered to a non-controlling holder of a share of Common Stock and (ii) the sum of the Exercise Price and the Option Value on the closing date of such Conversion Transaction. If this Section 14(c) applies to any reorganization, reclassification, consolidation, merger, sale, lease or other transfer, then neither Section 14(a) nor Section 14(b) shall have the right apply to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulasuch transaction.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any reorganization or reclassification of outstanding shares of Common Stock, or any consolidation or merger of the following (each, a "Triggering Event"): (a) consolidate or merge Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergeranother entity, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets to another entity (an “Extraordinary Transaction”) shall be effected in such a way that holders of Common Stock shall be entitled to receive cash, stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stockin exchange therefor, then, as a condition of such Extraordinary Transaction, lawful and in the case of each such Triggering Event, proper adequate provision shall be made so that, whereby the Holder shall thereafter have the right upon the basis and the terms and in the manner provided conditions specified in this WarrantWarrant to receive, in lieu of Warrant Shares upon the payment of the Exercise Price, solely such cash, stock, securities or assets as would have been issued or payable with respect to or in exchange for Warrant Shares pursuant to the terms hereof had the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time full immediately prior to the consummation effective date of such Triggering Event Extraordinary Transaction, and in lieu any such case appropriate provision shall be made with respect to the rights and interests of the Common Stock issuable upon such exercise of this Warrant prior Holder to such Triggering Eventthe end that the provisions hereof shall thereafter be applicable, the Securitiesas nearly as may be possible and pertinent, cash and property in relation to which such Holder would have been entitled any stock, securities or assets thereafter deliverable upon the consummation exercise hereof, and appropriate adjustment shall be made to determine and provide for the price per Warrant Share, shares of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934stock or other security or asset deliverable hereunder, as amendedwell as the number of Warrant Shares, and its common shares of stock is listed or quoted on a national exchange other securities, or the OTC Bulletin Boardamount of assets, deliverable hereunder. In the event that in such Extraordinary Transaction holders of shares of Common Stock are entitled to elect to receive differing forms of consideration, the surviving entity pursuant to any such Triggering Event is not a public company consideration that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have be entitled to receive upon payment of the right to demand that Exercise Price shall be the Issuer pay to the Holder an kind and amount equal to the value of this Warrant according to the Black-Scholes formulaconsideration received by a majority of shares of Common Stock in such Extraordinary Transaction.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if Unless the surviving entity pursuant to in any such Triggering Event is a public company that is registered pursuant to under the Securities Exchange Act of 1934, as amended, and its the common stock is listed equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board. In Board (a “Qualifying Entity”), the event that the surviving entity pursuant Holder, at its option, shall be permitted to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Warrant according to the Black-Scholes formulaWarrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) to insure that each of the Registered Holders of the Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (das the case may be) effect the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants representing a capital reorganization or reclassification majority of its Capital Stockthe Common Stock obtainable upon exercise of all Warrants then outstanding) with respect to such holders’ rights and interests to insure that the provisions of this Section 2 and Section 3 and Section 4 shall thereafter be applicable to the Warrants (including, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon the basis and the terms and an immediate adjustment in the manner provided in this Warrantnumber of shares of Common Stock acquirable and receivable upon exercise of the Warrants). The Company shall not effect any such consolidation, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Eventmerger or sale, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the Registered Holders of such Triggering Event in lieu Warrants representing a majority of the Common Stock issuable obtainable upon such exercise of this Warrant prior to such Triggering Eventall of the Warrants then outstanding), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets to another Person (as defined in Section 1(a)) or other transaction which is effected in such a way that Holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any other PersonOrganic Change, the Company will make appropriate provision to ensure that each of the Holders of the Common Stock Warrants will thereafter have the right to acquire and receive in lieu of or addition to (das the case may be) effect a capital reorganization the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder's Common Stock Warrants, such shares of stock, securities or reclassification assets as may be issued or payable in the Organic Change with respect to or in exchange for the number of its Capital Stockshares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder's Common Stock Warrants had such Organic Change not taken place (without taking into account any limitations or restrictions on exercise). In any such case, thenthe Company will make appropriate provision with respect to such Holders' rights and interests to insure that the provisions of this Section 8 will thereafter be applicable to the Common Stock Warrants (including, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrant, the Holder number of this Warrant shall be entitled shares of Common Stock acquirable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant Warrants, if the value so reflected is less than the Exercise Price in effect immediately prior to such Triggering Eventconsolidation, merger or sale). The terms of any documents evidencing an Organic Change shall include such terms as to give effect to the Securitiestenor of this provision and evidencing the obligation to deliver to each Holder of Common Stock Warrants such shares of stock, cash and property to which securities or assets as, in accordance with the foregoing provisions, such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if Unless the surviving entity pursuant to in any such Triggering Event is a public company that is registered pursuant to under the Securities Exchange Act of 1934, as amended, and its the common stock is listed equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board. In Board (a "Qualifying Entity"), the event that the surviving entity pursuant Holder, at its option, shall be permitted to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Warrant according to the Black-Scholes formulaWarrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachshare capital of the Issuer, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock merger of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other propertywith another company, or (c) transfer the sale of all or substantially all of its properties Shares and/or assets or assets to any other Persontransaction (including, or (d) effect without limitation, a capital reorganization or reclassification sale of substantially all of its Capital Stockassets followed by a liquidation) shall be effected in such a way that holders of Shares shall be entitled to receive Shares, securities or other assets or property, then, as a condition of such recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales, lawful and in the case of each such Triggering Event, proper provision adequate provisions shall be made so that, upon by the basis and the terms and in the manner provided in this Warrant, Issuer whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of this Warrant shall be entitled the Shares or other securities of the Issuer immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby) such Shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Shares which such Triggering Event, Holder would have been entitled to the extent receive had such Holder exercised this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales. The Issuer or its successor shall promptly issue to the Common Stock issuable upon Holder a new Warrant for such exercise of this new securities or other property. The new Warrant prior to such Triggering Event, the Securities, cash and property to shall provide for adjustments which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) shall be as nearly equivalent as possible may be practicable to give effect to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing 4 including, without limitation, adjustments to the contrary, Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 4(a)(i) 4.2 shall only similarly apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934successive recapitalizations, as amendedreclassifications, and its common stock is listed reorganizations, consolidations, mergers or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulasales.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provisions (in form and substance satisfactory to the Registered Holder) to insure that each of the holders of the Warrants shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had exercised its Warrant (without actually requiring this Warrant to be exercised and without regard to any other Personlimitations on exercise set forth in this Warrant or otherwise) immediately prior to such Organic Change. In each such case, or the Company shall also make appropriate provisions (din form and substance satisfactory to the Registered Holder) effect a capital reorganization or reclassification to insure that the provisions of its Capital Stockthis Section 2 and Sections 3 and 4 hereof shall thereafter be applicable to the Warrants (including, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided number of shares of Common Stock acquirable and receivable upon exercise of the Warrants, if the value so reflected is less than the Exercise Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and property substance satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventRegistered Holder), subject the obligation to adjustments (subsequent deliver to each such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of the Company's Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan "Organic Change"), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders of a majority of the warrants to purchase Common Stock then outstanding, executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Company, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If, while this Warrant, or any portion hereof, remains outstanding and unexpired, any capital reorganization or reclassification of the following (eachstock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation or entity, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets to another corporation will be effected in such a way that holders of the securities for which this Warrant is exercisable will be entitled to receive shares, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stockin exchange for such securities, then, upon exercise of this Warrant, the Holder will thereafter have the right to receive such shares, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding securities equal to the number of securities purchasable and in the case of each such Triggering Event, proper provision shall be made so that, receivable upon the basis exercise of this Warrant immediately prior to such event. If a purchase, tender or exchange offer is made to and accepted by holders of more than 50% of the terms and in outstanding capital stock of the manner provided in this WarrantCompany (on an as-converted to Common Stock basis), the Company will not effect any consolidation, merger or sale with the Person, as defined below, making such offer or with any Affiliate, as defined below, of such Person, unless, before the consummation of such consolidation, merger or sale, the Holder of this Warrant shall be entitled upon the exercise hereof is given at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately least ten (10) business days’ notice prior to the consummation scheduled closing date (the “Closing Date”) of such Triggering Event in lieu transaction (which notice shall specify the material terms of such transaction and the proposed Closing Date). In the event the Holder elects to exercise this Warrant or any portion thereof following such notice and such consolidation, merger or sale is not consummated within ten (10) days of the Common Stock issuable upon such proposed Closing Date (or any subsequent proposed Closing Date), then the Holder may rescind its exercise of this Warrant prior by providing written notice thereof to the Company, the Company shall take all actions consistent therewith (including without limitation the immediate return of the Warrant Price paid with respect to such Triggering Eventrescinded exercise) and this Warrant shall continue in full force and effect. As used in this paragraph, the Securitiesterm “Person” includes an individual, cash a partnership, a corporation, a trust, a joint venture, a limited liability company, an unincorporated organization and property a government or any department or agency thereof, and an “Affiliate” of a Person means any Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such other Person. A Person will be deemed to which control a corporation or other business entity if such Holder would have been entitled upon Person possesses, directly or indirectly, the consummation power to direct or cause the direction of the management and policies of such Triggering Event if such Holder had exercised corporation, whether through the rights represented ownership of voting securities, by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed contract or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaotherwise.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a manner that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Shares is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make lawful and adequate provision (in form and substance satisfactory to the holder of the Note) to insure that the holder of the Note shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) Common Shares immediately theretofore acquirable and receivable upon the conversion of the holder’s Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Common Shares immediately theretofore acquirable and receivable upon conversion of the holder’s Note had such Organic Change not taken place. In any such case, appropriate provision (in form and substance satisfactory to the holder of the Note) shall be made with respect to the holder’s rights and interests to insure that the provisions of this Article 6 shall thereafter be applicable in relation to any other Personshares of stock, securities or assets thereafter deliverable upon the conversion of the Note (d) effect a capital reorganization or reclassification of its Capital Stockincluding, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Conversion Price to the value for the Common Shares reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided number of Common Shares acquirable and receivable upon conversion of the Note, if the value so reflected is less than the Conversion Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such Triggering Event assets assumes by written instrument (in lieu form reasonably satisfactory to the holder of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering EventNote), the Securitiesobligation to deliver to each the holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, the holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following (eachcapital shares of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the assets of the Company to another corporation shall be effected in such a way that holders of Common Shares shall be entitled to receive stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stockin exchange for Common Shares, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and in the case of each such Triggering Event, proper adequate provision shall be made so thatwhereby the holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and in the manner provided conditions specified in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event and in lieu of the Common Stock issuable Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Common Shares equal to the number of shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby 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 interest of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the warrant purchase price and of the number of shares purchasable and receivable upon the exercise of this Warrant Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, 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 (if other than the Company) resulting from such Triggering Eventconsolidation or merger or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to, and in form and substance satisfactory to, the Securities, cash and property to which such Holder would have been entitled upon registered holder hereof (who shall not unreasonably withhold his approval) at the consummation last address of such Triggering Event if such Holder had exercised holder appearing on the rights represented by this Warrant immediately prior thereto books of the Company, (including i) the right of a shareholder obligation to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent deliver to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amendedpurchase, and its common stock is listed or quoted on a national exchange or (ii) all other obligations of the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of Company under this Warrant according to the Black-Scholes formulaWarrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following capital stock of the Company or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby each Warrantholder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of such Warrant or Warrants, such shares of stock, securities or assets (eachincluding cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of such stock immediately theretofore so receivable had such reorganization, a "Triggering Event"): 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 such Warrantholder to the end that the provisions hereof (aincluding, without limitation, provisions for adjustments of the Warrant Price) consolidate shall thereafter be applicable, as merely as may be, in relation to any shares of stock, securities or merge with or into any other Person and assets thereafter deliverable upon the Issuer shall not be the continuing or surviving corporation exercise of such Warrants (including an immediate adjustment, by reason of such consolidation or merger, or (b) permit any other Person of the Warrant Price to consolidate with or merge into the Issuer and value for the Issuer shall be Common Stock reflected by the continuing or surviving Person but, in connection with terms of such consolidation or merger, any Capital Stock of merger if the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made value so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant reflected is not exercised prior to such Triggering Event, to receive at less than the Warrant Price in effect at immediately prior to such consolidation or merger ). In the time event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The Company will 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 mailed or delivered to each Warrantholder at the last address of such Triggering Event in lieu Warrantholder appearing on the books of the Common Stock issuable Company, the obligation to deliver to such Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Warrantholder may be entitled to receive upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaWarrants.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is and registration rights) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not exercised prior to effect any such Triggering Eventconsolidation, to receive at the Warrant Price in effect at the time immediately 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 reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in lieu accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock issuable of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise of this Warrant prior during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets even in the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right absence of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to written instrument assuming such corporate action) as nearly equivalent as possible obligation to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any extent such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act assumption occurs by operation of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulalaw.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to as of the date of the Triggering Event calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a way that the shares of Common Stock are converted into the right to receive (either directly or upon subsequent liquidation) stock, securities, other equity interests or assets (including cash) with respect to or in exchange for shares of Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any Organic Change other Personthan an Organic Change involving a Change of Control Exchange, the Company shall make appropriate provision to ensure that each of the Holders shall thereafter have the right to acquire and receive, in lieu of or in addition to (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in as the case of each such Triggering Event, proper provision shall be made so that, upon may be) the basis Common Stock immediately theretofore acquirable and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled receivable upon the exercise hereof at any time after of such Holder’s Warrants, with the same rights afforded generally to holders of Common Stock in connection with such Organic Change, such stock, securities, other equity interests or assets, in each case as may be issued or payable in connection with the Organic Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such Holder’s Warrants, for an aggregate Exercise Price per Warrant equal to the aggregate Exercise Price per Warrant as in effect immediately prior to such Organic Change. Prior to the consummation of an Organic Change involving a Change of Control Exchange, the Company shall make appropriate provision to ensure that each of the Holders shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the Common Stock receivable in connection with a Change of Control Exchange, with the same rights afforded generally to holders of Common Stock in such Triggering EventOrganic Change, such cash, stock, securities, other equity interests or assets, in each case as may be issued or payable in connection with such Organic Change with respect to or in exchange for such number of shares of Common Stock acquirable by such Holder in such Change of Control Exchange. In any such case, the extent this Warrant is not exercised prior Company shall make appropriate provision to insure that all of the provisions of the Warrants shall thereafter be applicable to such Triggering Eventstock, to receive at securities, other equity interests or assets. The Company shall not effect any such consolidation, merger or sale of all or substantially all of the Warrant Price in effect at Company’s assets where the time immediately Warrants will be assumed by the successor entity, unless prior to the consummation of thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such Triggering Event in lieu of assets assumes by written instrument the Common Stock issuable obligation to deliver to each such Holder upon such exercise of this Warrant prior any Warrant, such stock, securities, equity interests or assets (including cash) as, in accordance with Article 5, such Holder may be entitled to such Triggering Eventacquire. For the avoidance of doubt, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere set forth in this Section 4. Notwithstanding the foregoing 5.5 shall be applicable to the contrary, this Section 4(a)(i) shall only apply if the surviving entity any Warrants that remain outstanding pursuant to this Agreement in connection with a Public Stock Merger or Mixed Consideration Merger (including any adjustment applicable in connection with such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed Public Stock Merger or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaMixed Consideration Merger).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachstock of the Corporation, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Corporation with another company, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of the Corporation’s stock shall be entitled to any other Personreceive an ownership interest, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Corporation whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of common stock equal to the number of shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Corporation with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of units purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after ownership interest, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Corporation will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor company (if other than the company) resulting from such consolidation or the Corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders of a majority of the warrants to purchase shares then outstanding, executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Corporation, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the Warrant Share Number so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, Event (to the extent this Warrant is not exercised prior to such Triggering Event), to receive at the Warrant Price in effect at the time immediately prior (as adjusted to take into account the consummation of such Triggering Event Event), in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right right, if any, of a shareholder to elect the type of consideration it will receive upon a in connection with the Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock, if any, issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor, if any, evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any Any recapitalization, reorganization, reclassification, consolidation, merger or sale of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after exchange for Common Stock is referred to herein as an “ Organic Change”. Prior to the consummation of such Triggering Eventany Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the extent Registered Holder of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) to insure that the Registered Holder of the Warrants shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable on the exercise of such Registered Holder’s Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the Registered Holder had exercised this Warrant is not exercised immediately prior to such Triggering EventOrganic Change) with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable on exercise of such Registered Holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall make provision (in form and substance commercially reasonably satisfactory to receive at the Warrant Price in Registered Holder) with respect to such Registered Holder’s’ rights and interests to insure that the provisions of this Section 3 and Section 4 hereof shall thereafter apply to the Warrants. The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and property substance commercially reasonably satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventRegistered Holder), subject the obligation to adjustments (subsequent deliver to each such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere Registered Holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such Registered Holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is has a public company that is class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change”. Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Required Holders) to insure that the Holder shall thereafter have the right to acquire and receive, in lieu of or in addition to (das the case may be) effect a capital reorganization the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or reclassification assets as may be issued or payable with respect to or in exchange for the number of its Capital Stockshares of Common Stock issuable upon conversion of the Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, thenthe Company shall make appropriate provision with respect to the Holder’s rights and interests to insure that the provisions of this Section 2 and Section 3 hereof shall thereafter be applicable to the Warrants (including, and in the case of each any such Triggering Eventconsolidation, proper provision merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). Any stock, securities or assets received pursuant to this Section 2.B shall be made so thatwithout duplication of any stock, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity securities or assets paid pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaSection 3 below.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan "Organic Change"), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled such that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation of thereof, the successor corporation (if other than the Company) resulting from such Triggering Event in lieu of consolidation or merger or the Common Stock issuable upon corporation purchasing such exercise of this Warrant prior assets shall assume by written instrument the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is and registration rights) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not exercised prior to affect any such Triggering Eventconsolidation, to receive at the Warrant Price in effect at the time immediately 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 reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in lieu accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock issuable of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise of this Warrant prior during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets even in the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right absence of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to written instrument assuming such corporate action) as nearly equivalent as possible obligation to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any extent such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act assumption occurs by operation of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulalaw.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any of the following (eachcapital reorganization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash reclassification or any other propertychange of capital stock of the Company, or (c) any consolidation or merger of the Company with another person, or the sale or transfer of all or substantially all of its properties assets to another person shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification in exchange for their shares of its Capital Common Stock, then, and in the case of each such Triggering Event, proper then provision shall be made so thatby the Company, in accordance with this Section 2.1, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and in the manner provided conditions specified in this WarrantWarrant and in addition to or in exchange for, as applicable, the Holder of Warrant Shares subject to this Warrant shall be entitled immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the aggregate Warrant Shares immediately theretofore purchasable and receivable upon the exercise of such Triggering Event, to the extent this rights represented hereby if exercise of the Warrant is not exercised had occurred immediately prior to such Triggering Eventreorganization, to receive at the Warrant Price in reclassification, consolidation, merger or sale. The Company will not effect at the time immediately any such consolidation, merger, sale, transfer or lease unless prior to the consummation of thereof the successor entity (if other than the Company) resulting from such Triggering Event consolidation or merger or the entity purchasing such assets shall assume by written instrument (a) the obligation to deliver to the Holder such securities or assets as, in lieu accordance with the foregoing provisions, the Holder may be entitled to purchase, and (b) all other obligations of the Common Stock issuable upon such exercise Company under this Warrant. The provisions of this Warrant prior Section 2.1 shall similarly apply to such Triggering Eventsuccessive consolidations, the Securitiesmergers, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)exchanges, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrarysales, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed transfers or quoted on a national exchange or the OTC Bulletin Boardleases. In the event that the surviving entity pursuant to in connection with any such Triggering Event is not capital reorganization or reclassification, consolidation, merger, sale or transfer, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a public company that is registered pursuant to security of the Securities Exchange Act Company other than Common Stock, any such issue shall be treated as an issue of 1934, as amended, or its common stock is not listed or quoted on a national exchange or Common Stock covered by the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value provisions of this Warrant according to the Black-Scholes formulaSection 2 hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate If any recapitalization, reclassification or merge with reorganization of the capital stock of the Company, or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Personassets, or shall be effected (d) effect a capital reorganization or reclassification an "Organic Change"), and in connection with such Organic Change, the Common Stock shall be converted into common stock of its Capital Stockanother entity, then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any such Organic Change, the Company shall make appropriate provision with respect to the rights and interests of the Holder of this Warrant that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable to any shares of stock 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 entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders of a majority of the warrants of like tenor to purchase Common Stock then outstanding, executed and mailed or delivered to the 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 as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. The Company shall notify the Holder of this Warrant of any such proposed Organic Change reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise this Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of each such Triggering Event, proper provision shall a transaction which requires notice be made so that, upon given to the basis and holders of Common Stock of the terms and in the manner provided in this WarrantCompany, the Holder of this Warrant shall be entitled upon provided the exercise hereof at any time after the consummation of such Triggering Event, same notice given to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation holders of such Triggering Event in lieu Common Stock of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaCompany.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties Castle Brands’s assets or other transaction, which in each case is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for shares of Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any other PersonOrganic Change, Castle Brands shall make appropriate provision (in form and substance satisfactory to Investor) to insure that Investor shall thereafter have the right, in lieu of or in addition to (das the case may be) effect a capital reorganization the Underlying Shares immediately theretofore acquirable upon the exercise of this Warrant Agreement, to receive such shares of stock, securities or reclassification assets as may be issued or payable with respect to or in exchange for the number of its Capital Stockshares of Common Stock immediately theretofore acquirable upon exercise of this Warrant Agreement had such Organic Change not taken place. In any such case, thenCastle Brands shall make appropriate provision (in form and substance satisfactory to Investor) with respect to Investor’s rights and interests to insure that the provisions of this Section 5 shall thereafter be applicable to this Warrant Agreement (including, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than Castle Brands, upon an immediate adjustment of the basis and Exercise Price to the value for the shares reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrant, the Holder number of this Warrant shall be entitled Underlying Shares acquirable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant Agreement, if the value so reflected is less than the Exercise Price in effect immediately prior to such Triggering Eventconsolidation, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventmerger or sale), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Maker’s assets or other transaction, which in each case is effected in such a manner that holders of Common Securities are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Securities is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Maker shall make lawful and adequate provision (in form and substance satisfactory to the holders of a majority of the principal amount of the Notes then outstanding) to ensure that each of the Payees shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Note, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the Payee had exercised this Note immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Conversion Stock immediately theretofore acquirable and receivable upon conversion of such Xxxxx’s Note had such Organic Change not taken place. In any such case, appropriate provision (in form and substance satisfactory to the Majority Payees) shall be made with respect to such Payee’s rights and interests to insure that the provisions of this Section 8 and Sections 9 and 10 shall thereafter be applicable in relation to any other Personshares of stock, securities or assets thereafter deliverable upon the conversion of the Notes (d) effect a capital reorganization or reclassification of its Capital Stockincluding, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Maker, upon an immediate adjustment of the basis and Conversion Price to the value for the Common Securities reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided number of shares of Conversion Stock acquirable and receivable upon conversion of the Notes, if the value so reflected is less than the Conversion Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Maker shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash and property successor entity (if other than the Maker) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form reasonably satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventMajority Payees), subject the obligation to adjustments (subsequent deliver to each such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Corporation's assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, thenis referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Loans then outstanding) to insure that each of the holders of Loans shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Loans, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Loans immediately prior to such Organic Change. In each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Loans then outstanding) to insure that the provisions of this Section 1 and Sections 2 and 3 hereof shall thereafter be applicable to the Loans (including, in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Corporation, upon an immediate adjustment of the basis Conversion Price, and the terms and a corresponding immediate adjustment in the manner provided in this Warrantnumber of shares of Conversion Stock acquirable and receivable upon conversion of the Loans, if the Holder value so reflected is less than the Conversion Price or Market Price determined as of this Warrant shall be entitled upon the exercise hereof at any time after the consummation date of such Triggering Eventconsolidation, to the extent this Warrant is merger or sale). The Corporation shall not exercised prior to effect any such Triggering Eventconsolidation, to receive at the Warrant Price in effect at the time immediately merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the holders of such Triggering Event in lieu a majority of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering EventLoans then outstanding), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, exercise, merger or sale, lawful and adequate provisions shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore 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 rights and interests of such holder to the end that the provisions hereof (eachincluding without limitation provisions for adjustments of the Adjustment Price) shall thereafter be applicable, a "Triggering Event"): as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation including an immediate adjustment, by reason of such consolidation or merger, of the Adjustment Price to the value for the Common Stock reflected by the terms of such consolidation or (b) permit any other Person merger if the value so reflected is less than the Adjustment Price in effect immediately prior to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital ). In the event of a merger or consolidation of the Company with or into another corporation as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of Common Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised Company outstanding immediately prior to such Triggering Eventmerger or consolidation, to receive at then the Adjustment Price and Warrant Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor cor poration (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the registered holder hereof at the time immediately 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, such holder may be entitled to receive. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation or merger and the Company shall not consent to or register any transfer or sale with or to the Person having made such offer or with any affiliate of such Person, unless prior to the consummation of such Triggering Event in lieu consolidation, merger, transfer or sale the holder hereof shall have been given a reasonable opportunity to then elect to receive, upon exercise of this Warrant, either the proportionate share of the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock issuable upon such exercise of this Warrant prior Stock, or the consideration paid to such Triggering Eventholders, in the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right case of a shareholder to elect the type of consideration it will receive upon a Triggering Event)purchase offer, subject to adjustments (subsequent to in accordance with such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaoffer.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of the Company’s assets or other transaction, which in any case is effected in such a way that the holders of its properties outstanding shares of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for such Common Stock, thenis referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and in substance reasonably satisfactory to the case Registered Holder of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, ) to ensure that the Registered Holder of this Warrant shall be entitled thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the Warrant Shares immediately theretofore obtainable and receivable upon the exercise hereof at any time after of this Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the consummation of such Triggering Event, to the extent Registered Holder had exercised this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation Organic Change) with respect to or in exchange for the number of such Triggering Event in lieu of the Common Stock issuable Warrant Shares immediately theretofore acquirable and receivable upon such exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder of this Warrant) with respect to the Registered Holder’s rights and interests to ensure that the provisions of this Section 2 and Section 3 hereof shall thereafter be applicable to this Warrant and to such shares, securities and/or assets to be distributed. The Company shall not affect any such consolidation, merger or sale, unless prior to such Triggering Eventthe consummation thereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and property substance satisfactory to which such the Registered Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventWarrant), subject the obligation to adjustments (subsequent to such corporate action) as nearly equivalent as possible deliver to the adjustments provided for elsewhere Registered Holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachshare capital of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties shares and/or assets or assets to any other Persontransaction (including, or (d) effect without limitation, a capital reorganization or reclassification sale of substantially all of its Capital Stockassets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property (a "Change"), it being understood that a Subsidiary Combination, as defined in Section 3.4(a)(iv), shall not be a Change, then, as a condition of such Change, lawful and in the case of each such Triggering Event, proper provision adequate provisions shall be made so that, upon by the basis and the terms and in the manner provided in this Warrant, Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of this Warrant shall be entitled the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise hereof at any time after of the consummation rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Triggering Event, Holder would have been entitled to the extent receive had such Holder exercised this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon Change. The Company or its successor shall promptly issue to Holder a new Warrant for such exercise of this new securities or other property. The new Warrant prior to such Triggering Event, the Securities, cash and property to shall provide for adjustments which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) shall be as nearly equivalent as possible may be practicable to give effect to the adjustments provided for elsewhere in this Section 43 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. Notwithstanding The provisions of this Section 3.3 shall similarly apply to successive Changes. The Company will not effect any Change unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such Change shall assume by written instrument the obligation to deliver to such Holder such shares of stock, securities or assets, other than cash, as, in accordance with the foregoing provisions, such Holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any reorganization or reclassification of outstanding Shares, or any consolidation or merger of the following (each, a "Triggering Event"): (a) consolidate or merge Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergeranother entity, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets to another entity shall be effected in such a way that holders of Shares shall be entitled to receive cash, stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stockin exchange therefor, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and in the case of each such Triggering Event, proper adequate provision shall be made so that, whereby the Holder shall thereafter have the right upon the basis and the terms and in the manner provided conditions specified in this WarrantWarrant to receive, in lieu of Shares upon the payment of the Exercise Price, solely such cash, stock, securities or assets as would have been issued or payable with respect to or in exchange for Shares pursuant to the terms hereof had the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time full immediately prior to the consummation effective date of such Triggering Event reorganization, reclassification, consolidation, merger or sale, and in lieu any such case appropriate provision shall be made with respect to the rights and interests of the Common Stock issuable Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be possible, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof, and appropriate adjustment shall be made to determine and provide for the price per Share, shares of stock or other security or asset deliverable hereunder, as well as the number of Shares, shares of stock or other securities, or the amount of assets, deliverable hereunder. The Company will not effect any such exercise of this Warrant consolidation, merger or sale, unless prior to the consummation thereof the successor corporation or other entity (if other than the Company) resulting from such Triggering Eventconsolidation or merger or the corporation or other entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the last address of such Holder appearing on the books of the Company, the Securities, cash and property obligation to which deliver to such Holder would have been entitled upon such cash, stock, securities or assets as, in accordance with the consummation of such Triggering Event if foregoing provisions, such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder may be entitled to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulareceive.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of W02-WEST:1TLD1\401096460.7 -10- the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or other assets or property (an “Organic Change”), then lawful and adequate provisions (in form and substance satisfactory to any other Person, or (dthe Holder) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so thatby the Company, prior (and as a condition) to the consummation of such Organic Change, whereby the Holder hereof shall thereafter have the right to receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the basis and exercise of the terms and in the manner provided in rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable by the Holder assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision (in form and substance satisfactory to the Holder) shall be made by the Company with respect to the rights and interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of such Triggering Eventexercise hereof. The Company shall not effect any reorganization, to the extent this Warrant is not exercised prior to such Triggering Eventrecapitalization, to receive at the Warrant Price in effect at the time immediately consolidation or merger unless, prior to the consummation thereof, the successor entity (if other than the Company) assumes by written instrument reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in lieu accordance with the foregoing provisions, such Holder may be entitled to acquire; provided, that any assumption shall not relieve the Company of its obligations hereunder. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock issuable of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise of this Warrant prior during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets even in the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right absence of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to written instrument assuming such corporate action) as nearly equivalent as possible obligation to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any extent such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act assumption occurs by operation of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulalaw.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any Any recapitalization, reorganization, reclassification, spin-off, consolidation, merger or sale of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets with, into or to another Person or other transaction, which is effected in such a way that holders of the Company’s common stock are entitled to receive (either directly or upon subsequent liquidation) stock or other equity interests, securities, assets or other property with respect to or in exchange for such common stock is referred to herein as an “Organic Change.” Prior to the consummation of any other Person, or (d) effect Organic Change that does not constitute a capital reorganization or reclassification Sale of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this WarrantCompany, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Registered Holder) to ensure that the Registered Holder of this Warrant shall be entitled thereafter have the right to acquire and receive (upon exercise of such Warrant and subject to the last sentence of this Section 2E), in lieu of or in addition to (as the case may be) the common stock immediately theretofore acquirable and receivable upon the exercise hereof at any time after the consummation of this Warrant, such Triggering Eventshares of stock or equity interests, to the extent securities, assets or other property as would have been issued or payable in such Organic Change (as if this Warrant is not had been exercised immediately prior to such Triggering EventOrganic Change) with respect to or in exchange for the Company’s common stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance reasonably satisfactory to receive at the Registered Holder) with respect to such holder’s rights and interests to ensure that the provisions of this Section 2 and Section 3 shall thereafter be applicable to this Warrant Price (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment in the number of shares of common stock acquirable and receivable upon exercise of this Warrant based on the relative value of the Company’s common stock and the common stock or other equity interests of the successor entity or purchasing entity). The Company shall not effect at the time immediately any such consolidation, merger or sale unless, prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Registered Holder) the obligation to deliver to each such holder (upon exercise of such Triggering Event Warrant and subject to the last sentence of this Section 2E) such shares of stock or equity interests, securities, assets or other property as, in lieu accordance with the foregoing provisions, such holder may be entitled to acquire. The Company, its successor entity or the purchaser entity, as applicable, shall promptly issue to the Registered Holder the aggregate shares of the Common Stock issuable upon such exercise of Company’s common stock or equity interests, securities, assets or other property obtainable under this Warrant prior to following such Triggering Eventrecapitalization, the Securitiesreorganization, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)reclassification, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible consolidation, merger or sale. Notwithstanding anything to the adjustments provided for elsewhere contrary in this Section 4. Notwithstanding 2E, the foregoing to the contraryRegistered Holder may, this Section 4(a)(i) shall only apply if the surviving entity in its sole discretion, elect, pursuant to any such Triggering Event is a public company that is registered pursuant Section 1.A(vii), to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulareceive cash in certain Organic Changes.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If --------------------------------------------------------------- any capital reorganization or reclassification of the following capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, exercise, merger or sale, lawful and adequate provisions shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore 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 rights and interests of such holder to the end that the provisions hereof (eachincluding without limitation provisions for adjustments of the Adjustment Price) shall thereafter be applicable, a "Triggering Event"): as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation including an immediate adjustment, by reason of such consolidation or merger, of the Adjustment Price to the value for the Common Stock reflected by the terms of such consolidation or (b) permit any other Person merger if the value so reflected is less than the Adjustment Price in effect immediately prior to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital ). In the event of a merger or consolidation of the Company with or into another corporation as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of Common Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised Company outstanding immediately prior to such Triggering Eventmerger or consolidation, to receive at then the Adjustment Price and Warrant Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The Company will 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 mailed or delivered to the registered holder hereof at the time immediately 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, such holder may be entitled to receive. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation or merger and the Company shall not consent to or register any transfer or sale with or to the Person having made such offer or with any affiliate of such Person, unless prior to the consummation of such Triggering Event in lieu consolidation, merger, transfer or sale of the holder hereof shall have been given a reasonable opportunity to then elect to receive, upon exercise of this Warrant, either the proportionate share of the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock issuable upon such exercise of this Warrant prior Stock, or the consideration paid to such Triggering Eventholders, in the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right case of a shareholder to elect the type of consideration it will receive upon a Triggering Event)purchase offer, subject to adjustments (subsequent to in accordance with such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaoffer.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case At any time while the Issuer after the Original Issue Date shall do Series E Preferred Stock is outstanding, if any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Corporation, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Corporation with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or other assets or property (an “Organic Change”), then lawful and adequate provisions shall be made by the Corporation whereby the Holders shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the conversion of the Series E Preferred Stock) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full conversion of the Series E Preferred Stock (excluding the Beneficial Ownership Limitation). In the event of any other PersonOrganic Change, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper appropriate provision shall be made so thatby the Corporation with respect to the rights and interests of the Holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Series E Conversion Price) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the basis conversion thereof. To the extent necessary to effect the foregoing provisions, the successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to each Holder at the last address of such Holder appearing on the books of the Corporation, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Corporation shall cause to be mailed to each Holder at its last address as it shall appear on the books and records of the Corporation, at least ten (10) calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the terms and in the manner provided in this Warrant, the Holder date as of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant which it is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu expected that holders of the Common Stock issuable of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such exercise Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of this Warrant prior the corporate action required to be specified in such notice. Each Holder is entitled to convert such Holder’s Series E Preferred Stock during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets even in the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right absence of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to written instrument assuming such corporate action) as nearly equivalent as possible obligation to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any extent such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act assumption occurs by operation of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulalaw.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any (i) In case the Issuer after the Original Issue Date shall do any recapitalization or reorganization of the following Company, (eachii) reclassification of the stock of the Company, a "Triggering Event"): (aiii) consolidate consolidation or merge merger of the Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation another Person, (iv) sale of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or the Company’s assets to any other Person, another Person or (dv) effect other transaction, which is effected in such a capital reorganization way that holders of Common Stock are entitled to receive (either directly or reclassification upon subsequent liquidation) stock, securities, assets or other property with respect to or in exchange for Common Stock is referred to herein as an “Organic Change”. Prior to the consummation of its Capital Stockany Organic Change, thenthe Company will make appropriate provision to ensure that each Registered Holder of a Warrant will thereafter have the right to acquire and receive 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 holder’s Warrant, such shares of stock, securities, assets or other property (“Exchangeable Property”) as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to Registered Holders of Warrants representing a majority of the Exercise Shares obtainable upon exercise of all Warrants then outstanding) with respect to such Registered Holders’ rights and interests to ensure that the provisions of this Warrant will thereafter be applicable to the Warrants (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price in proportion to the Exchangeable Property receivable for each such Triggering Event, proper provision shall be made so that, upon the basis and share of Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrantnumber of Exercise Shares). Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the Holder provisions of this Warrant Section 2B, each Registered Holder shall be entitled upon have the exercise hereof at any time after the consummation of such Triggering Eventright to elect, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior event or transaction, to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible give effect to the adjustments provided for elsewhere exercise rights contained in Section 1 hereof instead of giving effect to the provisions contained in this Section 4. Notwithstanding the foregoing 2B with respect to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaWarrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets (including, for the avoidance of doubt, all or substantially all of the assets of the Company and the Subsidiaries in the aggregate) to another Person (as defined below), or other transaction, that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company will make appropriate provision (in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares then outstanding) to ensure that each of the holders of the Preferred Shares will thereafter have the right to acquire and receive in lieu of or in addition to (das the case may be) effect the shares of Common Stock otherwise acquirable and receivable upon the conversion of such holder’s Preferred Shares, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock that would have been acquirable and receivable upon the conversion of such holder’s Preferred Shares had such Organic Change not taken place (without taking into account any limitations or restrictions on the timing or amount of conversions). In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to the holders of a capital reorganization or reclassification majority of its Capital Stockthe Preferred Shares then outstanding) with respect to such holders’ rights and interests to ensure that the provisions of this Section 2(c) and Section 2(d) will thereafter be applicable to the Preferred Shares (including, then, and in the case of any such Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of each such Triggering Event, proper provision shall be made so that, upon of the basis and Conversion Price to the value for the Common Stock reflected by the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Eventconsolidation, to merger or sale, if the extent this Warrant value so reflected is not exercised less than such Conversion Price in effect immediately prior to such Triggering Eventconsolidation, merger or sale and an immediate revision to receive at the Warrant Conversion Price to reflect the price of the common stock of the surviving entity and the market in which such common stock is traded). The Company will not effect at the time immediately any such Organic Change, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.consummation

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive shares of Common Stock issuable upon exercise of the Warrant at a conversion price equal to eighty percent (80%) of the average VWAP of the Common Stock for the forty (40) Trading Days preceding the date of such Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant according to calculated in accordance with the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holders executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Company, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a manner that holders of Warrant Equity are entitled to receive (either directly or upon subsequent liquidation) Equity Interests or assets with respect to or in exchange for Warrant Equity is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make lawful and adequate provision to insure that the Holder shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) Warrant Equity immediately theretofore acquirable and receivable upon the exercise of this Warrant, such Equity Interests or assets as may be issued or payable with respect to or in exchange for the amount of Warrant Equity immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, appropriate provision shall be made with respect to the Holder’s rights and interests to insure that all of the provisions of this Warrant shall thereafter continue to be applicable in relation to any other PersonEquity Interests or assets thereafter deliverable upon the exercise of the Warrants (including, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Exercise Price to the value for the Warrant Equity reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided amount of Warrant Equity acquirable and receivable upon exercise of the Warrants, if the value so reflected is less than the Base Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash and property to which such Holder would have been entitled upon successor entity (if other than the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate actionCompany) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed resulting from consolidation or quoted on a national exchange merger or the OTC Bulletin Board. In entity purchasing such assets assumes by written instrument, the event that the surviving entity pursuant obligation to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay deliver to the Holder an amount equal such Equity Interests or assets as, in accordance with the foregoing provisions, the Holder may be entitled to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, spin-off, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets with, into or to another Person or other similar transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock or other equity interests, securities, assets or other property with respect to or in exchange for Common Stock is referred to herein as “Organic Change”; provided that (1) in the event an Organic Change that is a Sale of the Company provides for consideration in a form other than cash or (2) in connection with an Organic Change in which the Company is not the surviving Person and the Person surviving any such consolidation, merger or sale (if other Personthan the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is not a corporation organized or existing under the laws of the jurisdiction of organization of the Company, or the laws of the United States, any state thereof or the District of Columbia, or any territory thereof (d) effect a capital reorganization or reclassification of its Capital Stock“Specified Corporation”), thenin each case the Company shall structure such Organic Change in a manner so that the Registered Holder receives only cash in such Organic Change (and, and in the case of each such Triggering Event, proper provision shall be made so thatclause (2), upon receiving such cash, the basis Registered Holder shall not be adversely affected in respect of taxes as compared with the Organic Change occurring and the terms and Registered Holder being paid in cash immediately prior to the manner provided in this WarrantCompany becoming a Specified Corporation (if applicable)). Prior to the consummation of any Organic Change, the Company shall make appropriate provision to ensure that the Registered Holder of this Warrant shall be entitled thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Warrant Stock immediately theretofore acquirable and receivable upon the exercise hereof at any time after the consummation of this Warrant, such Triggering Eventshares of stock or equity interests, to the extent securities, assets or other property as would have been issued or payable in such Organic Change (as if this Warrant is not had been exercised immediately prior to such Triggering EventOrganic Change) with respect to or in exchange for the shares of Warrant Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision with respect to receive at such holder’s rights and interests to ensure that the Warrant Price in provisions of this Section 2 shall thereafter be applicable to this Warrant. The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument, the obligation to deliver to each such holder such shares of stock or equity interests, securities, assets or other property as, in accordance with the foregoing provisions, such Triggering Event in lieu holder may be entitled to acquire. The Company, its successor entity or the purchaser entity, as applicable, shall promptly issue to the Registered Holder a certificate setting forth the aggregate shares of the Common Stock issuable upon such exercise of or equity interests, securities, assets or other property obtainable under this Warrant prior to following such Triggering Eventrecapitalization, the Securitiesreorganization, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)reclassification, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contraryconsolidation, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed merger or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulasale.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets with, into or to another Person or other transaction which is effected in such a way that holders of Series A Preferred are entitled to receive (either directly or upon subsequent liquidation) interests, securities, assets or other property with respect to or in exchange for Series A Preferred is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company will make appropriate provision (in form and substance reasonably satisfactory to the Registered Holder to ensure that the Registered Holder will thereafter have the right to acquire and receive in lieu of or addition to (as the case may be) the shares of Series A Preferred immediately theretofore acquirable and receivable upon the exercise of this Warrant, such interests, securities, assets or other Personproperty (“Exchangeable Property”) as may be issued or payable with respect to or in exchange for the number of shares of Series A Preferred immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, or the Company will make appropriate provision (din form and substance reasonably satisfactory to the Registered Holder) effect a capital reorganization or reclassification with respect to the Registered Holder’s rights and interests to ensure that the provisions of its Capital Stockthis Section 2 and Section 3 hereof will thereafter be applicable to this Warrant (including, then, and in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price in proportion to the Exchangeable Property receivable for each such Triggering Event, proper provision shall be made so that, upon the basis and share of Series A Preferred reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrantnumber of Exercise Shares). The Company will not effect any such Organic Change unless, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the purchasing entity assumes by written instrument (in form and property substance reasonably satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventRegistered Holder), subject the obligation to adjustments (subsequent to such corporate action) as nearly equivalent as possible deliver to the adjustments provided for elsewhere Registered Holder Exchangeable Property as, in this Section 4. Notwithstanding accordance with the foregoing provisions, the Registered Holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive cash, stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Warrantholders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant upon exercise of this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such cash, shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, and in any such case appropriate provision shall be made with respect to the rights and interest of the Warrantholders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any consolidation, merger or sale of all or substantially all of the assets of the Company unless prior to or simultaneous with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation, merger or purchase of such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholders, the obligation to deliver to such Warrantholders such cash (or cash equivalent), shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholders may be entitled to receive and containing the express assumption of such successor corporation of the due and punctual performance and observance of each provision of this Warrant to be performed and observed by the Company and of all liabilities and obligations of the Company hereunder; provided, however, in the case of each any consolidation or merger of the Company with another corporation or the sale of all or substantially all of its assets to another corporation effected in such Triggering Event, proper provision shall be made so that, upon a manner that the basis and the terms and in the manner provided in this Warrant, the Holder holders of this Warrant Common Stock shall be entitled upon to receive stock, securities or assets with respect to or in exchange for Common Stock, then, at the exercise hereof at any time after the consummation election of each Warrantholder, in lieu of receiving such Triggering Eventstock, securities or assets, such Warrantholder shall receive cash equal to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu Fair Value of the Common Stock issuable upon such exercise of this Warrant prior the Warrant, less the Exercise Price payable upon exercise thereof. In case any Additional Shares of Common Stock or Convertible Securities or any rights or options to purchase any Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger of another corporation into the Company, the amount of consideration therefor shall be deemed to be the Fair Value of such portion of the assets of such merged corporation as the Board of Directors of the Company shall in good faith determine to be attributable to such Triggering EventAdditional Shares of Common Stock, Convertible Securities or rights or options, as the Securitiescase may be, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere Exercise Price shall be adjusted in accordance with this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula6(d).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any --------------------------------------------------------------- capital reorganization or reclassification of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another entity, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets to another person or entity (collectively referred to as a "Transaction") shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, then, as a condition of such Transaction, reasonable, lawful and adequate provisions shall be made whereby the holder of this Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant, upon exercise of this Warrant and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such number, amount and like kind of shares of stock, securities, cash or assets as may be issued or payable pursuant to the terms of the Transaction with respect to or in exchange for the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby as if such shares were outstanding immediately prior to the Transaction, and in any such case of each such Triggering Event, proper appropriate provision shall be made so thatwith respect to the rights and interest of the holders to the end that the provisions hereof (including, upon without limitation, provisions for adjustments of the basis Exercise Price and of the terms number of Warrant Shares purchasable and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior Warrant) shall thereafter be applicable, as nearly as may be practicable, in relation to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled any shares of stock or securities thereafter deliverable upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaexercise hereof.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do of any reclassification or change of the following (eachCommon Units issuable upon conversion of this Warrant, a "Triggering Event"): (a) consolidate or merge in case of any consolidation or merger of the Company with or into any other Person and or in case of any sale or conveyance to any Person of the Issuer shall not be property of the continuing Company as an entirety or surviving corporation of such consolidation or substantially as an entirety (except a consolidation, merger, sale or (b) permit any other Person to consolidate with or merge into conveyance described in paragraph 3C), then the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder holder of this Warrant shall be entitled upon have the exercise hereof at any time after the consummation of such Triggering Event, right thereafter to the extent convert this Warrant is not exercised prior to into the kind and amount of other securities and property receivable upon such Triggering Eventreclassification, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu change, consolidation, merger, sale, or conveyance by a holder of the number of Common Stock Units of the Company issuable upon such exercise conversion of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)such reclassification, change, consolidation, merger, sale, or conveyance, subject to adjustments (subsequent to such corporate action) which shall be as nearly equivalent as possible may be practicable to the adjustments provided for elsewhere herein. Without limiting the generality of the foregoing, in this Section 4. Notwithstanding the foregoing to the contraryevent of any such reclassification, change, consolidation, merger, sale, or conveyance, this Section 4(a)(i) Warrant shall only apply if in all events be exercisable for the same kind of securities and property receivable upon such reclassification, change, consolidation, merger, sale, or conveyance by BCI upon exercise of its Conversion Right. In case of any consolidation or merger of the Company in which the Company is the surviving or continuing entity pursuant to any such Triggering Event is and after which the Common Units remain outstanding and unchanged except for an increase in the aggregate number thereof outstanding (except a public company that is registered pursuant to the Securities Exchange Act of 1934consolidation, as amendedmerger, and its common stock is listed sale or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Boardconveyance described in paragraph 3C), then the Holder percentage used in calculating the Specified Number of Common Units for which this Warrant is exercisable shall have thereafter be the right to demand percentage of the Fully Diluted Common Units that the Issuer pay to the Holder an amount equal to the value of holder would have owned immediately after such consolidation or merger if such holder had exercised this Warrant according immediately prior to the Black-Scholes formula.such consolidation or merger

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets to another Person (as defined in Section 1(a)) or other transaction which is effected in such a way that Holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any other PersonOrganic Change, the Company will make appropriate provision to ensure that each of the Holders of the Common Stock Warrants will thereafter have the right to acquire and receive in lieu of or addition to (das the case may be) effect a capital reorganization the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder's Common Stock Warrants, such shares of stock, securities or reclassification assets as may be issued or payable in the Organic Change with respect to or in exchange for the number of its Capital StockWarrant No. ___ Series D shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder's Common Stock Warrants had such Organic Change not taken place (without taking into account any limitations or restrictions on exercise). In any such case, thenthe Company will make appropriate provision with respect to such Holders' rights and interests to insure that the provisions of this Section 8 will thereafter be applicable to the Common Stock Warrants (including, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided in this Warrant, the Holder number of this Warrant shall be entitled shares of Common Stock acquirable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant Warrants, if the value so reflected is less than the Exercise Price in effect immediately prior to such Triggering Eventconsolidation, merger or sale). The terms of any documents evidencing an Organic Change shall include such terms as to give effect to the Securitiestenor of this provision and evidencing the obligation to deliver to each Holder of Common Stock Warrants such shares of stock, cash and property to which securities or assets as, in accordance with the foregoing provisions, such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties STS's assets or other transaction, which in each case is effected in such a manner that holders of' STS Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for STS Common Stock is referred to herein as an "Organic Change." Prior to the -------------- consummation of any Organic Change, STS shall make lawful and adequate provision (in form and substance satisfactory to the holders of a majority of the principal amount of the Notes then outstanding) to insure that the holders of the Notes shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Notes, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Conversion Stock immediately theretofore acquirable and receivable upon conversion of such holder's Note had such Organic Change not taken place. In any such case, appropriate provision (in form and substance satisfactory to the holders of a majority of the principal amount of the Notes then outstanding) shall be made with respect to such holder's rights and interests to insure that the provisions of this Section 6E(v) and Sections 6F and 6G shall thereafter be applicable in relation to any other Personshares of stock, securities or assets thereafter deliverable upon the conversion of the Notes (d) effect a capital reorganization or reclassification of its Capital Stockincluding, then, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than STS, upon an immediate adjustment of the basis and Conversion Price to the value for the STS Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided number of shares of Conversion Stock acquirable and receivable upon conversion of the Notes, if the value so reflected is less than the Conversion Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). STS shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than STS) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form reasonably satisfactory to the holders of such Triggering Event in lieu a majority of the Common Stock issuable upon such exercise principal amount of this Warrant prior to such Triggering Eventthe Notes then outstanding), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "“Triggering Event"”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder Xxxxxx had exercised the rights represented by this Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if Unless the surviving entity pursuant to in any such Triggering Event is a public company that is registered pursuant to under the Securities Exchange Act of 1934, as amended, and its the common stock is listed equity securities of which are traded or quoted on a national securities exchange or the OTC Bulletin Board. In Board (a “Qualifying Entity”), the event that the surviving entity pursuant Holder, at its option, shall be permitted to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Warrant according to the Black-Scholes formulaWarrant.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do of Assets. If any capital reorganization or reclassification of the following (eachcapital --------- stock of the Company, a "Triggering Event"): (a) consolidate or merge consolidation or merger of the Company with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergeranother corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or other Person, property with respect to or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and in the case of each such Triggering Event, proper adequate provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then whereby the Holder shall have the right to demand that acquire and receive, upon exercise of this Warrant, such shares of stock, securities, cash or other property issuable or payable (as part of the Issuer pay reorganization, reclassification, consolidation, merger or sale) with respect to or in exchange for such number of outstanding shares of the Common Stock as would have been received upon exercise of this Warrant at the Purchase Price then in effect. The Company will 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 mailed or delivered to the Holder an amount equal at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the value Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exercise of this Warrant according to either the Black-Scholes formula.stock,

Reorganization, Reclassification, Consolidation, Merger or Sale. Upon the consummation of any Organic Change (i) In case the Issuer after the Original Issue Date shall do any of the following (each, other than an Organic Change that also constitutes a "Triggering Event"): (a) consolidate Qualified Sale Transaction or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or mergerand following which this Warrant expires as set forth in Section 1A), any Capital Stock the Registered Holder thereafter will be entitled to receive upon surrender of the Issuer shall be changed into or exchanged for Securities of any other Person or Warrant to the Company (x) to the extent there are cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after proceeds resulting from the consummation of such Triggering EventOrganic Change, cash (net of the Aggregate Exercise Price for the shares of Common Stock being purchased upon exercise hereof) in an amount equal to the extent this cash proceeds that would have been payable to the Registered Holder had the Registered Holder exercised such Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event Organic Change, and (y) to the extent that the Registered Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such Organic Change), the same kind and amounts (net of the total Aggregate Exercise Price for the shares of Common Stock being purchased upon exercise hereof) of securities or other assets, or both, that are issuable or payable to the Company’s stockholders with respect to their shares of capital stock of the Company upon such exercise of this Warrant prior to such Triggering EventOrganic Change, the Securities, cash and property to which such Holder as would have been entitled upon deliverable to the Registered Holder had the Registered Holder exercised such Warrant immediately prior to the consummation of such Triggering Event if such Organic Change (it being understood that the foregoing does not provide the Registered Holder had exercised the rights represented by this Warrant immediately prior thereto (including with the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value respect of this Warrant according to participate in or have set aside for its benefit any cash dividends that are declared and paid to the Black-Scholes formulaCompany’s stockholders in connection with any such Organic Change). In any such case set forth in the preceding sentence, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Requisite Registered Holders) with respect to such holders’ rights and interests to insure that the provisions of this Section 2 shall thereafter be applicable to this Warrant. The Company shall not effect any consolidation, merger or sale to which this Section 2D applies, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Requisite Registered Holders), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets to another corporation shall be effected in such a way that holders of Preferred Stock shall be entitled to receive stock, securities or assets with respect to any other Person, or in exchange for Preferred Stock (d) effect a capital reorganization or reclassification of its Capital Stock“Corporate Event”), then, and in the case as a condition of each such Triggering Corporate Event, proper provision lawful and adequate provisions shall be made so that, whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the basis exercise of the rights represented hereby) such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the terms and exercise of the rights represented hereby; provided, however, in the manner provided event that (1) the per share consideration receivable for each outstanding share of Preferred Stock in such Corporate Event is at least two (2) times the Stock Purchase Price in effect immediately prior to such Corporate Event, (2) the consideration to be received by Holder in such Corporate Event is cash or shares of stock that are of a publicly traded company listed on a national market or exchange which may be sold without restrictions within ninety (90) days of the close of such Corporate Event, (3) the Company’s stockholders own less than 50% of the voting securities of the surviving entity and (4) the surviving entity does not assume warrants of such class of Preferred Stock of the Company that this WarrantWarrant is exercisable for, the Holder of then this Warrant shall automatically be entitled upon deemed exercised in accordance with the exercise hereof at any time after the consummation provisions of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time section 1(b) immediately prior to the consummation of such Triggering Event in lieu the closing of the Common Corporate Event. Not withstanding the foregoing, if the Corporate Event does not meet the 4-part test set forth in the preceding sentence, then at the Company’s option, this Warrant will be automatically exercised in accordance with the provisions of section 1(b) immediately prior to the consummation of the closing of the Corporate Event at a Stock issuable Purchase Price of $0.01. In any such case where the Warrant is not deemed exercised pursuant to the previous sentence, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof(including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon such the exercise of this Warrant Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to such Triggering Eventthe consummation thereof, the Securitiessuccessor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, cash executed and property mailed or delivered to which the registered Holder hereof at the last address of such Holder would have been entitled upon appearing on the consummation books of such Triggering Event if the Company, the obligation to deliver to such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right such shares of a shareholder to elect the type of consideration it will receive upon a Triggering Event)stock, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such Holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date Company shall do any of the following (eachreorganize its capital, a "Triggering Event"): (a) reclassify its capital stock, merge or consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergeranother corporation, or (b) permit any other Person to consolidate with sell, transfer or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock otherwise dispose of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties property, assets or assets business to any other Personanother corporation, or (d) effect a capital reorganization or reclassification of its Capital Stockand, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act terms of 1934such reorganization, as amendedreclassification, and its merger, consolidation or disposition of assets, shares of common stock is listed of the successor or quoted on a national exchange acquiring corporation are to be received by or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant distributed to the Securities Exchange Act holders of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin BoardCommon Stock, then the Holder shall have the right thereafter to demand that the Issuer pay receive, upon exercise of such Warrant prior to the Holder Expiration Date, a number of Warrant Shares equal to the number of shares of common stock of the successor or acquiring corporation receivable upon or as a result of such reorganization, reclas- sification, merger, consolidation or disposition of assets, by a holder of the number of shares of Common Stock constituting Warrant Shares immediately prior to such event, subject to subsequent adjustments to the number of shares of common stock of the successor or acquiring corporation constituting Warrant Shares as provided in this Article 2. If, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) are to be received by or distributed to the holders of Common Stock in addition to common stock of the successor or acquiring corporation, the Holder, upon exercise thereof prior to the Expiration Date, shall be entitled to receive with respect to each Warrant Share cash in an amount equal to the amount of any such cash applicable to the number of shares of Common Stock then constituting Warrant Shares and the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such shares of stock or other securities or property to be received by or distributed to the holders of Common Stock of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant according to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares which shall be as nearly equivalent as practicable to the Blackadjustments provided for in this Article 2. For the purposes of this Article 2, common stock of the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidence of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Article 2 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or dispositions of assets. Notwithstanding the foregoing, if a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, (I) at the option of the Company, the Company may purchase this Warrant for cash at a price equal to the excess of (i) the product of the per share price paid in such purchase, tender offer or exchange offer (taking any non-Scholes formulacash consideration into account at its fair market value) and the Exercise Shares then in effect less (ii) the product of the then Exercise Price and the Exercise Shares (as hereinafter defined) then in effect and (II) the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any Affiliate of such Person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exercise of this Warrant either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do Other than as a result of any subdivision or combination provided for in Section 3.2 above or a Change of the following (eachControl transaction covered in Section 1.4 above, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or recapitalization, reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a way that the holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Shares is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision to insure that the Registered Holder shall thereafter have the right to acquire and receive, in lieu of or addition to (das the case may be) effect a capital reorganization the Warrant Shares immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or reclassification assets as would have been issued or payable in such Organic Change (if the Registered Holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of its Capital StockWarrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, thenthe Company shall make appropriate provision with respect to the Registered Holder’s rights and interests to insure that the provisions substantially similar to this Article III shall thereafter be applicable to the Warrants (including, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon the basis and the terms and an immediate adjustment in the manner provided in this Warrant, the Holder number of this Warrant shall be entitled Common Shares acquirable and receivable upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at based on the time immediately prior to the consummation of such Triggering Event in lieu relative value of the Common Stock issuable upon such exercise Shares and the Common Shares of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventsuccessor entity or purchasing entity), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification (iother 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 stock dividend or subdivision, split-up, or combination of shares) In case the Issuer after the Original Issue Date shall do any or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately 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 reasonably satisfactory in form and substance to the Holder, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Triggering Event in lieu Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 5 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock issuable of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise of this Warrant prior to such Triggering Event, during the Securities, cash and property to which such Holder would have been entitled upon 5-day period commencing on the consummation date of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible notice to the adjustments provided for elsewhere effective date of the event triggering such notice instead of giving effect to the provisions in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula3(a)(iii).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby; provided, however, that in the case event the value of each the stock, securities or other assets or property (determined in good faith by the Board of Directors of the Company) issuable or payable with respect to one share of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Stock Purchase Price hereof effective at the time of a merger and securities received in such Triggering Eventreorganization, proper if any, are publicly traded, then this Warrant shall expire unless exercised prior to or simultaneous with such Organic Change. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash and property to which such Holder would have been entitled upon successor corporation (if other than the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate actionCompany) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.resulting from such

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Majority Warrant Holders to expressly assume the due and punctual performance and observation of each and every covenant and condition of this Warrant, executed and mailed or delivered to the registered Holder hereof at the last address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Company, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, which in each case is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Warrantholder) to insure that the Warrantholder shall thereafter have the right to acquire and receive, in lieu of or addition to (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in as the case of each such Triggering Event, proper provision shall be made so that, may be) the Warrant Shares immediately theretofore acquirable and receivable upon the basis and the terms and in the manner provided in exercise of this Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the Holder Warrantholder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, make appropriate provision (in form and substance satisfactory to the extent Warrantholder) with respect to the Warrantholder’s rights and interests to insure that the provisions of this Warrant is Section 9 and Sections 10 and 11 hereof shall thereafter be applicable to the Warrant. The Company shall not exercised prior to effect any such Triggering Eventconsolidation, to receive at the Warrant Price in effect at the time immediately merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Warrantholder), the obligation to deliver to the Warrantholder such shares of such Triggering Event stock, securities or assets as, in lieu of accordance with the Common Stock issuable upon such exercise of foregoing provisions, the Warrantholder may be entitled to acquire. Notwithstanding any other provision in this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder Warrantholder shall have the right right, at its election, to demand that the Issuer pay to the Holder an amount equal to the value of sell or exchange this Warrant according (rather sell or exchange the Warrant Shares) in connection with any Organic Change that is structured as a sale or exchange of securities of the Company, and the Company shall use its reasonable best efforts to take all actions necessary or reasonably requested by the Black-Scholes formulaWarrantholder to give effect to such election.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, thenis referred to herein as an “Organic Change”. Prior to the consummation of any Organic Change, the Company shall make appropriate provisions (in form and substance reasonably satisfactory to the holders of a majority of the Notes) to insure that each of the holders of Notes shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Notes, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Notes immediately prior to such Organic Change. In each such case, the Company shall also make appropriate provisions (in form and substance reasonably satisfactory to the holders of a majority of the Notes) to insure that the provisions of this Section 2 and Section 4 and Section 5 shall thereafter be applicable to the Notes (including, in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon an immediate adjustment of the basis and Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the manner provided number of shares of Common Stock acquirable and receivable upon conversion of any of the Notes, if the value so reflected is less than the Conversion Price in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the holders of such Triggering Event in lieu a majority of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering EventNotes), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, thenis referred to herein as "Organic Change". Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrant representing a majority of the Common Stock obtainable upon exercise of all of the Warrant then outstanding) to insure that each of the Registered Holders of the Warrant shall thereafter have the right to acquire and receive, 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 holder's Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder's Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrant representing a majority of the Common Stock acquirable and receivable upon exercise of all of the Warrant then outstanding) with respect to such holders' rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 hereof shall thereafter be applicable to the Warrant (including, in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the basis Warrant based on the relative value of the Common Stock and the terms and in common stock of the manner provided in this Warrantsuccessor entity or purchasing entity). The Company shall not effect any such consolidation, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Eventmerger or sale, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately unless prior to the consummation of thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such Triggering Event assets assumes by written instrument (in lieu form and substance reasonably satisfactory to the Registered Holders of the Warrant representing a majority of the shares of Common Stock issuable originally acquirable and receivable upon such exercise of this Warrant prior to such Triggering Eventthe Warrant, excluding any shares previously issued under the Warrant), the Securitiesobligation to deliver to each such holder such shares of stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)securities or assets as, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Boardacquire. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.2C.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for the Common Stock is referred to herein as an “Organic Change”. Prior to the consummation of any other PersonOrganic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder) to insure that the Registered Holder of the Common Stock shall thereafter have the right to acquire and receive, in lieu of or addition to (das the case may be) effect a capital reorganization the number of shares of Common Stock immediately theretofore acquirable and receivable, such shares of stock, securities or reclassification assets as may be issued or payable with respect to or in exchange for the number of its Capital Stockshares of Common Stock immediately theretofore acquirable and receivable that Registered Holders had such Organic Change not taken place. In any such case, thenthe Company shall make appropriate provision (in form and substance satisfactory to the Registered Holder with respect to such holder’s rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 hereof shall thereafter be applicable to the Common Stock (including, and in the case of each any such Triggering Eventconsolidation, proper provision shall be made so thatmerger or sale in which the successor entity or purchasing entity is other than the Company, upon the basis and the terms and an immediate adjustment in the manner provided in this Warrant, the Holder number of this Warrant shall be entitled upon the exercise hereof at any time after the consummation shares of such Triggering Event, to the extent this Warrant is not exercised Common Stock acquirable and receivable from Company immediately prior to such Triggering Eventconsolidation, to receive at the Warrant Price in merger or sale). The Company shall not effect at the time immediately any such consolidation, merger or sale, unless prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventthereof, the Securities, cash successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and property substance satisfactory to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering EventRegistered Holder), subject the obligation to adjustments (subsequent deliver to each such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere holder such shares of stock, securities or assets as, in this Section 4. Notwithstanding accordance with the foregoing provisions, such holder may be entitled to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaacquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization, reclassification of the following capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the 012704 Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (eachincluding, a "Triggering Event"): (awithout limitation, provision for adjustment of the Warrant Price) consolidate shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or merge with or into any other Person and assets thereafter deliverable upon the Issuer exercise hereof. The Company shall not be effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the continuing or surviving consummation thereof the successor corporation of (if other than the Company) resulting from such consolidation or merger, or (b) permit any the corporation purchasing or otherwise acquiring such assets or other Person appropriate corporation or entity shall assume the obligation to consolidate with deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or merge into the Issuer and the Issuer shall be the continuing or surviving Person butassets as, in connection accordance with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrantforegoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Warrant Section 3.2 shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Eventsimilarly apply to successive reorganizations, to the extent this Warrant is not exercised prior to such Triggering Eventreclassifications, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Eventconsolidations, the Securitiesmergers, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)sales, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed transfers or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaother dispositions.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, exchange for Common Stock is referred to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior herein as an “Organic Change”. Prior to the consummation of any (i) sale of all or substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such Triggering Event assets or the successor resulting from such Organic Change (in lieu each case, the “Acquiring Entity”) a written agreement (in form and substance satisfactory to the holders of Warrants representing at least sixty-six and two-thirds percent (66-2/3%) of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to deliver to each holder of Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and satisfactory to the holders of the Warrants (including an adjusted warrant exercise price equal to the value for the Common Stock issuable reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon such exercise of this the Warrants without regard to any limitations on exercise, if the value so reflected is less than any Applicable Warrant Exercise Price immediately prior to such Triggering Eventconsolidation, the Securities, cash and property merger or sale). Prior to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised any other Organic Change, the rights represented by this Warrant immediately prior thereto Company shall make appropriate provision (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible in form and substance satisfactory to the adjustments provided for elsewhere in this Section 4. Notwithstanding holders of Warrants representing a majority of the foregoing Warrant Shares issuable upon exercise of the Warrants then outstanding) to insure that each of the contrary, this Section 4(a)(i) shall only apply if holders of the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall Warrants will thereafter have the right to demand acquire and receive in lieu of or in addition to (as the case may be) the Warrant Shares immediately theretofore issuable and receivable upon the exercise of such holder’s Warrants (without regard to any limitations on exercise), such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the Issuer pay to number of Warrant Shares which would have been issuable and receivable upon the Holder an amount equal to exercise of such holder’s Warrant as of the value date of such Organic Change (without taking into account any limitations or restrictions on the exercisability of this Warrant according to the Black-Scholes formulaWarrant).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (eachAny recapitalization, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or reorganization, reclassification, consolidation, merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock by reason of the Company's participation therein is referred to herein as an "Organic Change." Prior to the consummation of any other Personorganic Change, the Company will make appropriate provision (in form and substance satisfactory to the holders of a majority of the Warrant Shares) to insure that each of the Registered Holders of the Warrants will thereafter have the right to acquire and receive in lieu of or addition to (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in as the case of each such Triggering Event, proper provision shall be made so that, upon may be) the basis Warrant shares immediately theretofore acquirable and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled receivable upon the exercise hereof at any time after the consummation of such Triggering Eventholder's Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of such holder's Warrant had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to the extent this Warrant is not exercised prior holders of a majority of the warrant Shares) with respect to such Triggering Eventholders, rights and interests to receive at insure that the Warrant Price in provisions of this Section 2 hereof will thereafter be applicable to the Warrants. The Company will not effect at the time immediately any such Organic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from such Organic Chancre (including, without limitation, a purchaser of all or substantially all the Company's assets) assumes by written instrument, the obligation to deliver to each such Triggering Event holder such shares of stock, securities or assets as, in lieu of accordance with the Common Stock issuable foregoing provisions, such holder may be entitled to acquire upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaWarrants.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive cash, stock, securities or assets with respect to any other Person, or (d) effect a capital reorganization or reclassification of its Capital in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Warrantholders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant upon exercise of this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such cash, shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, and in any such case appropriate provision shall be made with respect to the rights and interest of the Warrantholders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any consolidation, merger or sale of all or substantially all of the assets of the Company unless prior to or simultaneous with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation, merger or purchase of such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholders, the obligation to deliver to such Warrantholders such cash (or cash equivalent), shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholders may be entitled to receive and containing the express assumption of such successor corporation of the due and punctual performance and observance of each provision of this Warrant to be performed and observed by the Company and of all liabilities and obligations of the Company hereunder; provided, however, in the case of each any consolidation or merger of the Company with another corporation or the sale of all or substantially all of its assets to another corporation effected in such Triggering Event, proper provision shall be made so that, upon a manner that the basis and the terms and in the manner provided in this Warrant, the Holder holders of this Warrant Common Stock shall be entitled upon to receive stock, securities or assets with respect to or in exchange for Common Stock, then, at the exercise hereof at any time after the consummation election of each Warrantholder, in lieu of receiving such Triggering Eventstock, securities or assets, such Warrantholder shall receive cash equal to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu Fair Value of the Common Stock issuable upon such exercise of this Warrant prior the Warrant, less the Exercise Price payable upon exercise thereof. In case any Additional Shares of Common Stock or Convertible Securities or any rights or options to purchase any Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger of another corporation into the Company, except for any acquisitions made by the Company with the proceeds of the loan from Bank as set forth in the Loan Agreement, of management service organizations which manage medical practices, the amount of consideration therefor shall be deemed to be the Fair Value of such portion of the assets of such merged corporation as the Board of Directors of the Company shall in good faith determine to be attributable to such Triggering EventAdditional Shares of Common Stock, Convertible Securities or rights or options, as the Securitiescase may be, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere Exercise Price shall be adjusted in accordance with this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula6(d).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any recapitalization, reclassification or reorganization of the following (eachcapital stock of the Company, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties assets or assets other transaction shall be effected in such a way that holders of the Company’s Series A Stock shall be entitled to any other Personreceive stock, securities, or other assets or property (d) effect a capital reorganization or reclassification of its Capital Stockan “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the case shares of each the Series A Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such Triggering Eventshares of stock, proper securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Series A Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any Organic Change, appropriate provision shall be made so that, upon by the basis Company with respect to the rights and the terms and in the manner provided in this Warrant, interests of the Holder of this Warrant shall be entitled to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise hereof at of this Warrant) shall thereafter be applicable, in relation to any time after shares of stock, securities or assets thereafter deliverable upon the consummation of exercise hereof. The Company will not effect any such Triggering Eventconsolidation, to the extent this Warrant is not exercised prior to such Triggering Eventmerger or sale unless, to receive at the Warrant Price in effect at the time immediately prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder, executed and mailed or delivered to the registered Holder hereof at the last-address of such Triggering Event in lieu Holder appearing on the books of the Common Stock issuable upon such exercise of this Warrant prior Company, the obligation to deliver to such Triggering EventHolder such shares of stock, securities or assets as, in accordance with the Securitiesforegoing provisions, cash and property to which such Holder would have been may be entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulapurchase.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do If any capital reorganization or reclassification of the following capital stock of the Company or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the Company’s assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby each holder of the Warrants shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of such Warrant or Warrants, such shares of stock, securities or assets (eachincluding cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of such stock immediately theretofore so receivable had such reorganization, a "Triggering Event"): (a) consolidate reclassification, consolidation, merger or merge with or into sale not taken place, and in any such case this Warrant shall become immediately exercisable upon such event, notwithstanding any other Person provision contained herein, and appropriate provision shall be made with respect to the Issuer rights and interests of such holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price) shall not thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the continuing or surviving corporation exercise of such Warrants (including an immediate adjustment, by reason of such consolidation or merger, or (b) permit any other Person of the Warrant Price to consolidate with or merge into the Issuer and value for the Issuer shall be Common Stock reflected by the continuing or surviving Person but, in connection with terms of such consolidation or merger, any Capital Stock of merger if the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made value so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant reflected is not exercised prior to such Triggering Event, to receive at less than the Warrant Price in effect at immediately prior to such consolidation or merger). In the time event of a merger or consolidation of the Company as a result of which a greater or lesser number of shares of common stock of the surviving corporation are issuable to holders of Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Warrant Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The Company will 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 mailed or delivered to each Warrantholder at the last address of such Triggering Event in lieu holder appearing on the books of the Common Stock issuable Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaWarrants.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do a Fundamental Transaction (the occurrence of any of the following (eachFundamental Transaction, a "“Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event”), proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Exercise Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such the Holder would have been entitled upon the consummation of such Triggering Event if such the Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 48. Notwithstanding Upon the foregoing to Xxxxxx’s request, the contrary, this Section 4(a)(i) shall only apply if the continuing or surviving entity pursuant to any corporation as a result of such Triggering Event is shall issue to the Holder a public company that is registered new warrant of like tenor evidencing the right to purchase the adjusted amount of Warrant Shares, cash or property and the adjusted Exercise Price pursuant to the Securities Exchange Act of 1934, as amended, terms and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value provisions of this Warrant according to the Black-Scholes formulaSection).

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate If any recapitalization, reclassification or merge with reorganization of the capital stock of the Company, or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or mergermerger of the Company with another corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock sale of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Personassets, or shall be effected (d) effect a capital reorganization or reclassification an "Organic Change"), and in connection with such Organic Change, the Common Stock shall be converted into common stock of its Capital Stockanother entity, then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of any such Organic Change, the Company shall make appropriate provision with respect to the rights and interests of the Holder of this Warrant that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable to any shares of stock 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 entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the holders of a majority of the Warrants to purchase Common Stock then outstanding, executed and mailed or delivered to the 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 as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. The Company shall notify the Holder of this Warrant of any such proposed Organic Change reasonably prior to the consummation thereof so as to provide such Holder with a reasonable opportunity prior to such consummation to exercise this Warrant in accordance with the terms and conditions hereof; provided, however, that in the case of each such Triggering Event, proper provision shall a transaction which requires notice be made so that, upon given to the basis and holders of Common Stock of the terms and in the manner provided in this WarrantCompany, the Holder of this Warrant shall be entitled upon provided the exercise hereof at any time after the consummation of such Triggering Event, same notice given to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation holders of such Triggering Event in lieu Common Stock of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulaCompany.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any Any recapitalization, reorganization, reclassification, spin-off, consolidation, merger or sale of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties the Company’s assets with, into or to another Person or other transaction, which is effected in such a way that holders of the Company’s common stock are entitled to receive (either directly or upon subsequent liquidation) stock or other equity interests, securities, assets or other property with respect to or in exchange for such common stock is referred to herein as an “Organic Change.” Prior to the consummation of any other Person, or (d) effect Organic Change that does not constitute a capital reorganization or reclassification Sale of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this WarrantCompany, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Registered Holder) to ensure that the Registered Holder of this Warrant shall be entitled thereafter have the right to acquire and receive (upon exercise of such Warrant and subject to the last sentence of this Section 2E), in lieu of or in addition to (as the case may be) the common stock immediately theretofore acquirable and receivable upon the exercise hereof at any time after the consummation of this Warrant, such Triggering Eventshares of stock or equity interests, to the extent securities, assets or other property as would have been issued or payable in such Organic Change (as if this Warrant is not had been exercised immediately prior to such Triggering EventOrganic Change) with respect to or in exchange for the Company’s common stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance reasonably satisfactory to receive at the Registered Holder) with respect to such holder’s rights and interests to ensure that the provisions of this Section 2 and Section 3 shall thereafter be applicable to this Warrant Price (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment in the number of shares of common stock acquirable and receivable upon exercise of this Warrant based on the relative value of the Company’s common stock and the common stock or other equity interests of the successor entity or purchasing entity). The Company shall not effect at the time immediately any such consolidation, merger or sale unless, prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the Registered Holder) the obligation to deliver to each such holder (upon exercise of such Triggering Event Warrant and subject to the last sentence of this Section 2E) such shares of stock or equity interests, securities, assets or other property as, in lieu accordance with the foregoing provisions, such holder may be entitled to acquire. The Company, its successor entity or the purchaser entity, as applicable, shall promptly issue to the Registered Holder a certificate setting forth the aggregate shares of the Common Stock issuable upon such exercise of Company’s common stock or equity interests, securities, assets or other property obtainable under this Warrant prior to following such Triggering Eventrecapitalization, the Securitiesreorganization, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)reclassification, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible consolidation, merger or sale. Notwithstanding anything to the adjustments provided for elsewhere contrary in this Section 4. Notwithstanding 2E, the foregoing to the contraryRegistered Holder may, this Section 4(a)(i) shall only apply if the surviving entity in its sole discretion, elect, pursuant to any such Triggering Event is a public company that is registered pursuant Section 1B(vii), to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formulareceive cash in certain Organic Changes.

Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other propertyBusiness Combination, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization recapitalization or reclassification of its Capital StockCommon Stock (other than a reclassification of Common Stock referred to in Section 4.1), thenthe Holders’ right to receive shares of Common Stock upon exercise of the Warrants shall be converted into the right to exercise the Warrants to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination, recapitalization or reclassification) upon exercise of the Warrants immediately prior to such Business Combination, recapitalization or reclassification would have been entitled to receive had the Warrants been exercised immediately prior to consummation of such Business Combination, recapitalization or reclassification; and in any such case, if necessary, the case provisions set forth herein with respect to the rights and interests thereafter of each such Triggering Event, proper provision the Holders shall be made appropriately adjusted so thatas to be applicable, upon as nearly as may reasonably be practicable, to the basis and Holders’ right to exercise the terms and Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraph. The Company shall not effect any such Business Combination where the manner provided Warrants are assumed by the successor entity unless the successor entity (if other than the Company) resulting from the Business Combination assumes by operation of law and, if not by operation of law, by written instrument the obligation to deliver to the Holders such stock, securities or property as, in accordance with this WarrantSection 4.3, the Holder of this Warrant shall Holders may be entitled to receive. In determining the kind and amount of stock, securities or property receivable upon exercise of the exercise hereof at any time after Warrants following the consummation of such Triggering EventBusiness Combination, if the holders of Common Stock have the right to elect the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the kind or amount of consideration receivable upon consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin BoardBusiness Combination, then the Holder shall have the right to demand that make a similar election (including being subject to similar proration constraints) upon exercise of the Issuer pay Warrants with respect to the Holder an amount equal to number of shares of stock or other securities or property which the value Holders shall receive upon exercise of this Warrant according to the Black-Scholes formulaWarrants.