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

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to the Expiration Time, there shall be any reorganization or reclassification of the Company's Common Stock (other than a subdivision or combination of shares provided for in Section 7 hereof), or any consolidation or merger of the Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposes.

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the Company's Common Stock stock of the Company (other than a subdivision 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 provided for in Section 7 hereofshares), or any (iii) consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transaction, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Warrant Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale or similar transaction if the Warrant Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the Warrant Holder’s rights and interest thereafter of the under this Warrant Holder to the end insure that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) this Section 6 hereof shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other property thereafter deliverable than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the exercise hereof. (bvalue so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 6(b) If shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation sale or share exchange unless similar transaction unless, prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or successor Person (if other assets upon than the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver Company) resulting from such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger merger, sale or share exchange for similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Warrant Holder, the obligation to deliver to the Warrant Holder such shares of stock, securities or assets which, in accordance with the foregoing purposesprovisions, such Warrant Holder shall be entitled to receive upon exercise of this Warrant.

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the Company's Common Stock ownership interests of the Company (other than a subdivision change in par value or combination of shares provided for in Section 7 hereoffrom par value to no par value or from no par value to par value), or any (iii) consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transactions, in each case which entitles the holders of Common Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such Common Shares (any transaction described in clauses (i)-(v) above, a “Whole Company Transaction”), each Warrant shall, immediately after such Whole Company Transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the Common Shares then-exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganizationWhole Company Transaction if the Holder had exercised this Warrant in full immediately prior to the time of such Whole Company Transaction and acquired the Common Shares then-issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, reclassification, consolidation or merger; and in any such case, appropriate adjustment (as determined by in form and substance reasonably satisfactory to the Board of Directors of the Company in its sole discretionHolder) shall be made in the application of the provisions herein set forth with respect to the Holder’s rights and interest thereafter of the under this Warrant Holder to the end insure that the provisions set forth herein (including the adjustment of the Purchase Price and the this Warrant Shares) shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, in relation to any shares of stock, securities or other property assets thereafter deliverable acquirable upon exercise of this Warrant. The provisions of this Section 12(C) shall similarly apply to successive Whole Company Transactions. The Company shall not, without the exercise hereof.prior written consent of the Holder, effect any Whole Company Transaction unless: (bi) If any the Company shall have provided the Holder with at least thirty (30) but no more than ninety (90) days’ written notice of such event; and (ii) prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger merger, sale or share exchange results similar transaction, shall assume, by written instrument substantially similar in a cash distribution form and substance to this Warrant and reasonably satisfactory to the Holder, the obligation to deliver to the Holder, such shares of stock, securities or assets which, in excess accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrarycontrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 12(C), the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless Holder shall have the right to elect prior to the consummation thereofof such event or transaction, to exercise in Warrant instead of giving effect to the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant provisions contained in this Section 12(C) with respect to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposesWarrant.

Reorganization, Reclassification, Consolidation or Merger. In the event of any: (ai) If, prior to capital reorganization of the Expiration Time, there shall be any reorganization or Company; (ii) reclassification of the Company's Common Stock stock of the Company (other than a subdivision 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 provided for in Section 7 hereofshares), or any ; (iii) consolidation or merger of the Company with or into another entityPerson; (iv) sale of all or substantially all of the Company's assets to another Person; or (v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case that entitles the holders of Class A Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Class A Shares, this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the Warrant Holder shall thereafter Shares then exercisable under this Warrant, be entitled to receive, during exercisable for the term hereof kind and upon payment of the Purchase Price, the number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the Warrant Shares as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and and, in any such case, appropriate adjustment (as determined by in form and substance satisfactory to the Board of Directors of the Company in its sole discretionHolder) shall be made in the application of the provisions herein set forth with respect to the Holder's rights and interest thereafter of the under this Warrant Holder to the end ensure that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) this Section 4 shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other property thereafter deliverable upon than the exercise hereof. (bCompany, an immediate adjustment in the Exercise Price to the value per share for the Class A Shares reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 4(b) If shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation sale or share exchange unless similar transaction unless, prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or successor Person (if other assets upon than the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver Company) resulting from such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger merger, sale or share exchange for similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets that, in accordance with the foregoing purposesprovisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder shall have the right to elect, prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions contained in this Section 4(b).

Reorganization, Reclassification, Consolidation or Merger. In the event of any: (ai) If, prior to capital reorganization of the Expiration Time, there shall be any reorganization or Company; (ii) reclassification of the Company's Common Stock stock of the Company (other than a subdivision 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 provided for in Section 7 hereofshares), or any ; (iii) consolidation or merger of the Company with or into another entityPerson; (iv) sale of all or substantially all of the Company’s assets to another Person; or (v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case that entitles the holders of Class A Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Class A Shares, this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the Warrant Holder shall thereafter Shares then exercisable under this Warrant, be entitled to receive, during exercisable for the term hereof kind and upon payment of the Purchase Price, the number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the Warrant Shares as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and and, in any such case, appropriate adjustment (as determined by in form and substance satisfactory to the Board of Directors of the Company in its sole discretionHolder) shall be made in the application of the provisions herein set forth with respect to the Holder’s rights and interest thereafter of the under this Warrant Holder to the end ensure that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) this Section 4 shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other property thereafter deliverable upon than the exercise hereof. (bCompany, an immediate adjustment in the Exercise Price to the value per share for the Class A Shares reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 4(b) If shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation sale or share exchange unless similar transaction unless, prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or successor Person (if other assets upon than the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver Company) resulting from such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger merger, sale or share exchange for similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets that, in accordance with the foregoing purposesprovisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder shall have the right to elect, prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions contained in this Section 4(b).

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the Company's Common Stock stock of the Company (other than a subdivision 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 provided for in Section 7 hereofshares), or any (iii) consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transaction, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Warrant Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of similar transaction if the Warrant Holder had exercised this Warrant in full immediately prior to the end that the provisions set forth herein (including the adjustment time of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger merger, sale or share exchange results in similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a cash distribution in excess result of such exercise (without taking into account any limitations or restrictions on the Purchase Price provided by exercisability of this Warrant); and, the Warrant Holder mayin such case, at appropriate adjustment shall be made with respect to the Warrant Holder's option, exercise ’s rights under this Warrant without making payment to insure that the provisions of the Purchase Pricethis Section 6 hereof shall thereafter be applicable, and as nearly as possible, to this Warrant in such case the Company or its successors and assigns shall, upon distribution relation to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any shares of stock, securities or other assets thereafter acquirable upon the exercise of this Warrant (including, in the Warrant issuable pursuant to this Agreement shall agree by case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Company, an instrument immediate adjustment in writing to deliver such stock, cash, securities or other assets the Exercise Price to the Warrant Holder. A sale, transfer or lease value per share for the Common Stock reflected by the terms of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, such consolidation, merger merger, sale or share exchange for similar transaction, and a corresponding immediate adjustment to the foregoing purposesnumber of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 6(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions.

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to If the Expiration Time, there Company shall be at any reorganization time reorganize or reclassification reclassify the outstanding shares of the Company's Common Stock (other than a change in par value, or from no par value to par value, or from par value to no par value, or as a result of a subdivision or combination of shares provided for in Section 7 hereofcombination) or consolidate with or merge into another corporation (where the Company is not the continuing corporation after such merger or consolidation), or any consolidation or merger the holders of the Company with another entity, the Warrant Holder Series D Preferred Stock shall thereafter be entitled to receive, during the term hereof and receive upon payment conversion of the Purchase PriceSeries D Preferred Stock in whole or in part, the same kind and number of shares of stock and other securities, cash or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable and upon the exercise of same terms and with the Warrant, same rights) as would have been entitled distributed to a holder upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Company in merger had such holder converted its sole discretion) shall be made in the application of the provisions herein set forth with respect Series D Preferred Stock immediately prior to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, consolidation or merger or share exchange results (subject to subsequent adjustments under Section 5(d) hereof). The Conversion Price upon such conversion shall be the Conversion Price that would otherwise be in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal effect pursuant to the Purchase Price from the amount payable to such Warrant Holderterms hereof. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange merger unless prior to the consummation thereof, the corporation that which may be required to deliver any stock, securities or other assets upon the exercise conversion of the Warrant issuable pursuant to this Agreement Series D Preferred Stock shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holderholders of the Series D Preferred Stock. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, consolidation or merger or share exchange for the foregoing purposes.

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to the Expiration Time, there shall be any reorganization or reclassification of the Company's Common Stock (other than a subdivision or combination of shares provided for in Section 7 6 hereof), or any consolidation or merger of the Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent companyCompany) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposes.

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior Subject to the Expiration Timenext paragraph in this Section 3.2, there shall be in the event of any (i) capital reorganization or of the Company, (ii) reclassification of the stock of the Company's Common Stock , (other than a subdivision or combination of shares provided for in Section 7 hereof), or any iii) consolidation or merger of the Company with another entityCompany, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets or (v) other similar transaction (other than any such transaction covered by Section 3.1), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities, assets, cash or a combination thereof with respect to or in exchange for Common Stock, this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, without further action of the Holder remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) cash or a combination thereof resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale or merger; and similar transaction if the Holder had exercised this Warrant in any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect full immediately prior to the rights and interest thereafter time of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger merger, sale or share exchange results similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise; and, in a cash distribution such case, appropriate adjustment (in excess form and substance reasonably satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of the Purchase Price provided by stock, securities or assets thereafter acquirable upon exercise of this Warrant. The provisions of this Section 3.2 shall similarly apply to successive reorganizations, the Warrant Holder mayreclassifications, at the Warrant Holder's optionconsolidations, exercise this Warrant without making payment of the Purchase Pricemergers, and in such case the Company sales or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holdersimilar transactions. Notwithstanding anything herein to the contrarycontrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 3.2, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless Holder shall have the right to elect prior to the consummation thereofof such event or transaction, the corporation that may be required to deliver any stock, securities or other assets upon give effect to the exercise rights contained herein instead of giving effect to the Warrant issuable pursuant provisions contained in this Section 3.2 with respect to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposesWarrant.

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the stock of the Company's Common Stock , (other than a subdivision or combination of shares provided for in Section 7 hereof), or any iii) consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transaction (except for any transaction otherwise provided for in this Section 4), in each case which entitles the holders of Common Stock or other securities of the Company then constituting Warrant Shares (either directly or upon subsequent liquidation) to receive stock, securities or other property with respect to or in exchange for Common Stock, this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction, \\4140-6447-8783 v164123-4063-4962 v3 remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of capital stock or other securities or property of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale, or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger; , sale, or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant), and, in any such case, appropriate adjustment (as determined by in form and substance satisfactory to the Board of Directors of the Company in its sole discretionHolder) shall be made in the application of the provisions herein set forth with respect to the Holder's rights and interest thereafter of the under this Warrant Holder to the end ensure that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) this Section 4 shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, to this Warrant in relation to any shares of stock, securities, or other property assets thereafter deliverable acquirable upon the exercise hereof. (bof this Warrant. The provisions of this Section 4(e) If shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation sale, or share exchange unless similar transaction unless, prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or successor Person (if other assets upon than the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver Company) resulting from such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger merger, sale, or share exchange for similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities, or assets which, in accordance with the foregoing purposesprovisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any reorganization, reclassification, consolidation, merger, sale, or similar transaction contemplated by this Section 4(e), the Holder shall have the right to elect prior to the consummation of such event, action or transaction, to exercise this Warrant in accordance with Section 3 (notwithstanding any provision thereof that otherwise would restrict such exercise) instead of giving effect to the provisions contained in this Section 4(e).

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to at any time while this Warrant is outstanding, (i) the Expiration Time, there shall be Company effects any reorganization merger or reclassification of the Company's Common Stock (other than a subdivision or combination of shares provided for in Section 7 hereof), or any consolidation or merger of the Company with or into another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of (ii) the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in effects any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the assets Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Stock then issuable upon exercise in full of this Warrant (the "Alternate Consideration"). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to another person the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be deemed given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a reorganization, reclassification, consolidation, merger or share exchange new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the foregoing purposes.aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a change of control of the Company, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five trading days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the value of the Warrant on the effective date of the Fundamental Transaction, determined using a Black Scholes valuation model and assumptions reasonably mutually acceptable to the Company and Holder, provided that for purposes of such calculation, the market price of the Common Stock shall be the higher of the closing price on trading day immediately preceeding or the

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the stock of the Company's Common Stock , (other than a subdivision or combination of shares provided for in Section 7 hereof), or any iii) consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transaction (except for any transaction otherwise provided for in this Section 4), in each case which entitles the holders of Common Stock or other securities of the Company then constituting Warrant Shares (either directly or upon subsequent liquidation) to receive stock, securities or other property with respect to or in exchange for Common Stock, this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of capital stock or other securities or property of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale, or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger; , sale, or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant), and, in any such case, appropriate adjustment (as determined by in form and substance satisfactory to the Board of Directors of the Company in its sole discretionHolder) shall be made in the application of the provisions herein set forth with respect to the Holder's rights and interest thereafter of the under this Warrant Holder to the end ensure that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) this Section 4 shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, to this Warrant in relation to any shares of stock, securities, or other property assets thereafter deliverable acquirable upon the exercise hereof. (bof this Warrant. The provisions of this Section 4(e) If shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation sale, or share exchange unless similar transaction unless, prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or successor Person (if other assets upon than the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver Company) resulting from such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger merger, sale, or share exchange for similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities, or assets which, in accordance with the foregoing purposesprovisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any reorganization, reclassification, consolidation, merger, sale, or similar transaction contemplated by this Section 4(e), the Holder shall have the right to elect prior to the consummation of such event, action or transaction, to exercise this Warrant in accordance with Section 3 (notwithstanding any provision thereof that otherwise would restrict such exercise) instead of giving effect to the provisions contained in this Section 4(e).

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the stock of the Company's Common Stock , (other than a subdivision or combination of shares provided for in Section 7 hereof), or any iii) 28 consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transaction, in each case which entitles the holders of Common Stock or other securities of the Company then constituting Warrant Shares (either directly or upon subsequent liquidation) to receive stock, securities or other property with respect to or in exchange for Common Stock (except as otherwise provided for in this Section 4), this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of capital stock or other securities or property of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale, or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger; , sale, or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant), and, in any such case, appropriate adjustment (as determined by in form and substance satisfactory to the Board of Directors of the Company in its sole discretionHolder) shall be made in the application of the provisions herein set forth with respect to the Holder's rights and interest thereafter of the under this Warrant Holder to the end ensure that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) this Section 4 shall thereafter be applicable, as near nearly as may reasonably be practicablepossible, to this Warrant in relation to any shares of stock, securities, or other property assets thereafter deliverable acquirable upon the exercise hereof. (bof this Warrant. The provisions of this Section 4(e) If shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation sale, or share exchange unless similar transaction unless, prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or successor Person (if other assets upon than the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver Company) resulting from such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger merger, sale, or share exchange for similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities, or assets which, in accordance with the foregoing purposesprovisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any reorganization, reclassification, consolidation, merger, sale, or similar transaction contemplated by this Section 4(e), the Holder shall have the right to elect prior to the consummation of such event, action or transaction, to exercise this Warrant in accordance with Section 3 (notwithstanding any provision thereof that otherwise would restrict such exercise) instead of giving effect to the provisions contained in this Section 4(e).

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to the Expiration Time, If at any --------------------------------------------------------- time while this Warrant is outstanding there shall be any reorganization or reclassification of the Company's Common Stock of the Company (other than a subdivision subdivision, issuance or combination of shares provided for in Section 7 hereof), paragraph 2 above) or any consolidation or merger of the Company with another entitycorporation, the holder of this Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of the Company's Common Stock, deliverable upon the exercise of the this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation or merger; and in any such case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the Warrant Sharesnumber of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposes.

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to at any time after the Expiration Effective Time, there shall be any capital reorganization or reclassification of the outstanding capital stock of the Company's Common Stock (other than a subdivision or combination of shares provided for in Section 7 hereof), or any consolidation of the Company with, or merger of the Company with or into, another entitycorporation or entity which, in each case, is not in connection with a Qualifying Sale or a Qualifying IPO and where, in connection with such event, the Warrant Holder shall thereafter holders of shares of Common Stock will be entitled to receivereceive stock, during the term hereof and upon payment of the Purchase Pricesecurities, the number of cash or other property with respect to or in exchange for such shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise then, as a condition of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; , lawful and adequate provision shall be made whereby the 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 this Warrant, such shares of stock, securities, cash or other property as may be issuable or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore so receivable, and in any such case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) provision shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder such holder to the end that the provisions set forth herein hereof (including the adjustment including, without limitation, provisions for adjustments of the Purchase Price and the Warrant SharesExercise Price) shall thereafter be applicable, as near nearly as may reasonably be practicablebe, in relation to any shares of stock, securities, cash or other property thereafter deliverable upon the exercise hereof. of such conversion rights (b) If including an immediate adjustment, by reason of such consolidation or merger, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). In the event of any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company as a result of which a greater or lesser number of shares of common stock of the surviving company are issuable to another person holders of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, the Exercise Price in effect immediately prior to such merger or consolidation shall be deemed adjusted in the same manner as though there were a reorganization, reclassification, consolidation, merger subdivision or share exchange for combination of the foregoing purposesoutstanding shares of Common Stock of the Company.

Reorganization, Reclassification, Consolidation or Merger. If the Company shall (ai) If, prior to the Expiration Time, there shall be effect any reorganization or reclassification of the Company's Common Stock its capital stock not covered by an adjustment under Section 7.1 or (other than a subdivision ii) consolidate or combination of shares provided for in Section 7 hereof)merge with or into, or transfer all or substantially all of its properties and assets to, any consolidation or merger other Person, in either case in a transaction in connection with which a Holder has not exercised this Warrant, then, upon any exercise of this Warrant subsequent to the Company with another entityconsummation thereof, the Warrant such Holder shall thereafter be entitled to receive, during the term hereof and upon payment in lieu of the Purchase PriceCommon Stock issuable upon exercise immediately prior to such consummation, the number highest amount of shares of stock or stock, other securities or property of the Company or of the successor entity (or its parent companyincluding cash) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, such Holder would have been entitled upon such reorganizationconsummation if such Holder had exercised this Warrant immediately prior thereto, reclassificationall subject to further adjustments thereafter as provided in this Section 7.3. In the case of a consolidation, consolidation merger, sale or merger; and in any case, appropriate adjustment (transfer which includes an election as determined to the kind of consideration to be received by the Board holders, and the transfer is not the same for each share of Directors Common Stock, then for the purposes of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer shall be deemed to be the kind and amount so receivable per share by a plurality of the holders. In the case of any consolidation of the Company in its sole discretion) shall be made with or merger of the Company into another entity or in the application case of the provisions herein set forth with respect any sale or transfer to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease another entity of all or substantially all of the assets property of the Company to another person Company, such successor or purchasing entity shall be deemed a reorganizationrequired by contract to execute an agreement that the Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of each Warrant the kind and amount of securities, reclassification, cash and property which the Holders would have owned or been entitled to receive after the happening of such consolidation, merger merger, sale or share exchange transfer had such Warrant been exercised immediately prior to such action. Upon the execution of such agreement, this Warrant shall be exercisable only for such securities, cash and property. The Company shall mail by first class mail, postage prepaid, to the foregoing purposesHolder, notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7.3. The provisions of this Section 7.3 shall similarly apply to successive consolidations, mergers, sales or transfers.

Reorganization, Reclassification, Consolidation or Merger. In the event of any (ai) Ifcapital reorganization of the Company, prior to the Expiration Time, there shall be any reorganization or (ii) reclassification of the Company's Common Stock stock of the Company (other than a subdivision change in par value or as a result of a stock dividend or split-up, aggregation or combination of shares provided for in Section 7 hereofshares), or any (iii) consolidation or merger of the Company with or into another entityPerson, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment (iv) sale of all or substantially all of the Purchase PriceCompany’s assets to another Person or (v) other similar transaction (other than any such transaction covered by Sections 6.1(a) and (b)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under each Warrant, be exercisable for the kind and number of shares of stock or other securities or property assets of the Company or of the successor entity (or its parent company) Person resulting from such consolidation or merger, as the case may be, transaction to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger, sale or merger; and in any case, appropriate adjustment (as determined by similar transaction if the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect Holder had exercised such Warrant immediately prior to the rights and interest thereafter time of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger merger, sale or share exchange results in similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a cash distribution in excess result of such exercise (without taking into account any limitations or restrictions on the Purchase Price provided by exercisability of this Warrant); and, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shallcase, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, appropriate adjustment shall deduct an amount equal be made with respect to the Purchase Price from Holder’s rights under this Agreement to insure that the amount payable provisions of this Section 5 shall thereafter be applicable, as nearly as possible, to such each Warrant Holder. Notwithstanding anything herein in relation to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any shares of stock, securities or other assets thereafter acquirable upon the exercise of the Warrant issuable pursuant such Warrant. The provisions of this Section 5(d) shall similarly apply to this Agreement shall agree by an instrument in writing to deliver such stocksuccessive reorganizations, cashreclassifications, securities consolidations, mergers, sales or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposessimilar transactions.

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to at any time while this Warrant is outstanding, (i) the Expiration Time, there shall be Company effects any reorganization merger or reclassification of the Company's Common Stock (other than a subdivision or combination of shares provided for in Section 7 hereof), or any consolidation or merger of the Company with or into another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of (ii) the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in effects any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the assets Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Stock then issuable upon exercise in full of this Warrant (the "Alternate Consideration"). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to another person the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be deemed given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a reorganization, reclassification, consolidation, merger or share exchange new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the foregoing purposes.aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a change of control of the Company, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving

Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to the Expiration Time, there shall be any reorganization or reclassification of the Company's ’s Common Stock (other than a subdivision or combination of shares provided for in Section 7 hereof), or any consolidation or merger of the Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's ’s Common Stock, deliverable upon the exercise of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. (b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's ’s option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company to another person shall be deemed a reorganization, reclassification, consolidation, merger or share exchange for the foregoing purposes.