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

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) and, pursuant to the terms of such Reorganization, shares of common stock of the successor or acquiring entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity (“Other Property”), are to be received by or distributed to the holders of Common Stock, then this Warrant shall thereafter represent the right to receive, upon exercise of this Warrant, the number of shares of common stock and/or Other Property as would have been issuable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. In case of any such Reorganization, the successor or acquiring entity (if other than the Company) shall expressly assume the observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7. For purposes of this Section 7, “common stock” of a corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive Reorganizations.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If at any time the Company shall reorganize reorganizes its capital, reclassify reclassifies its capital stock, consolidate consolidates, merges or merge combines with or into another entity Person (where the Company is not the surviving entity corporation or where there is a any change in whatsoever in, or distribution with respect to to, the outstanding Common Stock), or sellthe Company sells, transfer transfers or otherwise dispose disposes of all or substantially all of its property, assets or business to another entity Person (eachincluding in connection with a going private transaction by the Company), other than in a “Reorganization”) transaction provided for in Section 3.3, and, pursuant to the terms of such Reorganizationreorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of common stock of the successor or acquiring entity, Person or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity Person or the Company (“Other Property”), ) are to be received by or distributed to the holders of Common StockStock who are holders immediately prior to such transaction, then this Warrant the Holder shall thereafter represent have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock, common stock of the successor or acquiring Person and/or Other Property as which a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have been issuable upon owned or received immediately after and as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such Reorganizationevent described in Section 3.2(a), the successor or acquiring entity Person (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as the Holder may be deemed appropriate approve in writing (as determined in good faith and memorialized by resolution resolutions of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of common stock of such successor or acquiring Person for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 73.2. For purposes of this Section 73, “common stockstock of the successor or acquiring Person” of a corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation corporation, or other securities if such Person is not a corporation, of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation or Person and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 3.2 shall similarly apply to successive Reorganizationsreorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If at any time the Company shall reorganize reorganizes its capital, reclassify reclassifies its capital stock, consolidate consolidates, merges or merge combines with or into another entity person (where the Company is not the surviving entity corporation or where there is a any change in whatsoever in, or distribution with respect to to, the outstanding Common Stock), or sellthe Company sells, transfer transfers or otherwise dispose disposes of all or substantially all of its property, assets or business to another entity (eachperson, other than in a “Reorganization”) transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, pursuant to the terms of such Reorganizationreorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of common capital stock of the successor or acquiring entity, person or the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity person or the Company (“"Other Property”), ") are to be received by or distributed to the holders of Common StockStock who are holders immediately prior to such transaction, then this Warrant the Holder shall thereafter represent have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock, common stock of the successor or acquiring person, and/or Other Property as which the holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have been issuable upon owned or received immediately after and as a result of such Reorganization with respect event. In such event, the aggregate Warrant Purchase Price otherwise payable for the Warrant Shares issuable upon exercise of this Warrant shall be allocated among such securities and Other Property in proportion to the respective fair market values of such securities which were and Other Property as determined in good faith by the Board of Directors of the Company, subject to the purchase Holder's rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such ReorganizationSection 4.8(e). In case of any such Reorganizationevent, the successor or acquiring entity person (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as the Required Holders may be deemed appropriate approve in writing (as determined in good faith and memorialized by resolution resolutions of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of common stock of such successor or acquiring person for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74.5. For purposes of this Section 74, “"common stock” stock of a corporation the successor or acquiring person" shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation corporation, or other securities if such person is not a corporation, of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation or person and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4.5 shall similarly apply to successive Reorganizationsreorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company (a) If there shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is occur a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Change of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) Control and, pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described in Section 4.4(a) above, the resulting, successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If there shall occur a Change of Control, then the Holder of this Warrant shall be entitled, at such Holder's option, either: (a) upon request of Holder delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (i) the difference between the Current Market Price and the Current Warrant Price, multiplied by (ii) the number of shares of Common Stock), or sell, transfer or otherwise dispose Stock issuable upon exercise of all or substantially all its property, assets or business this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”b) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“"Other Property”"), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.4(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (c) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.4(a) above, the successor or acquiring entity corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If there shall occur a Change of Control which is approved by the Company’s Board of Directors, then the Holder of this Warrant shall be entitled, at such Holder’s option, either: (a) upon request of Holder delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (i) the difference between the Current Market Price and the Current Warrant Price, multiplied by (ii) the number of shares of Common StockStock issuable upon exercise of this Warrant immediately prior to the consummation of such Change of Control (without regard to any ownership limitations provided in Section 2.4(i), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another entity ); or (each, a “Reorganization”b) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (c) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.7(a) above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a Change of Control which is approved by the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Company's Board of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) and, Directors and pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“"Other Property”"), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such Reorganization, Change of Control described above the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If, at any time while this Warrant is outstanding (i) the Company shall reorganize its capital, reclassify its capital stock, consolidate effects any merger or merge consolidation of the Company with or into another individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company or other entity of any kind (where each a “Person”), in which the Company is not the surviving entity or where there is a change in or distribution with respect to entity, (ii) the Common Stock), or sell, transfer or otherwise dispose Company effects any sale of all or substantially all of its propertyassets in one or a series of related transactions, assets (iii) a majority of the Company’s Common Stock is acquired by a third party in one or business to a series of related transactions, (iv) any tender offer or exchange offer (whether by the Company or another entity (each, a “Reorganization”Person) and, is completed pursuant to the terms which all or substantially all of such Reorganization, shares of common stock of the successor or acquiring entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity (“Other Property”), are to be received by or distributed to the holders of Common StockStock are permitted to tender or exchange their shares for other securities, cash or property, or (v) the Company effects any reclassification or reorganization of the Common Stock or any share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 5 above) (any such case in (i) through (v) above, a “Fundamental Transaction”), then the holder shall have the right thereafter to purchase, upon exercise of this Warrant shall thereafter represent with respect to the right Shares, if any, that are vested and exercisable immediately prior to receivethe Fundamental Transaction (“Vested Shares”), in lieu of such Vested Shares issuable upon exercise of this Warrant, the number same amount and kind of shares of common stock and/or Other Property securities, cash or property as would have been issuable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto it would have been entitled to by reason receive upon the occurrence of such ReorganizationFundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Vested Shares then issuable upon exercise in full of this Warrant pursuant to the terms herein (the “Vested Alternate Consideration”). Any Shares that shall have not become vested and exercisable immediately prior to the Fundamental Transaction shall continue to vest, if at all, pursuant to Section 2 hereof and Schedule B-5, and the holder shall have the right to purchase upon exercise of this Warrant with respect to that number of Shares that become vested and exercisable after the Fundamental Transaction, pursuant to Section 2 hereof and Schedule B-5 (“Subsequently Vested Shares”), in lieu of such Subsequently Vested Shares issuable 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 Subsequently Vested Shares then issuable upon exercise of this Warrant pursuant to the terms herein (“Subsequently Vested Alternate Consideration”, and, together with the Vested Alternate Consideration, “Alternate Consideration”). In case of any such Reorganizationcase appropriate provision (as determined in good faith by the Board of Directors of the Company) shall be made with respect to the rights and interests of the holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price pursuant to Section 5 above) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any Alternate Consideration deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor or acquiring to the Company, surviving entity (if other than the Company) or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall expressly assume the observance obligation to deliver to the holder, such Alternate Consideration as, in accordance with the foregoing provisions, the holder may be entitled to purchase and/or receive (as the case may be), and performance the other obligations under this Warrant. The aggregate Warrant Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of each and every covenant and condition any different components of the Alternate Consideration, if applicable. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction (the “Transaction Consideration”), then the holder shall be given the same choice as to the Transaction Consideration it receives upon any exercise of this Warrant in accordance with the terms and conditions herein following such Fundamental Transaction. At the holder’s request, any successor to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to or surviving entity in such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which Fundamental Transaction shall be as nearly equivalent as practicable issue to the adjustments provided holder a new Warrant consistent with the foregoing provisions and evidencing the holder’s right to purchase the Alternate Consideration for in this Section 7. For purposes of this Section 7, “common stock” of a corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or the aggregate Warrant Price 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 stockexercise thereof. The foregoing provisions of this Section 7 6 shall similarly apply to successive Reorganizationsreorganizations, reclassifications, mergers, consolidations, spin-offs, or dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If there shall occur a Change of Control which is approved by the Company’s Board of Directors, then the Holder of this Warrant shall be entitled, at such Holder’s option, either: (a) upon request of Holder delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (i) the difference between the Current Market Price and the Current Warrant Price, multiplied by (ii) the number of shares of Common Stock), or sell, transfer or otherwise dispose Stock issuable upon exercise of all or substantially all its property, assets or business this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”b) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (c) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.7(a) above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If there shall occur a Change of Control which is approved by the Company's Board of Directors, then the Holder of this Warrant shall be entitled, at such Holder's option, either: (a) upon request of Holder delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (i) the difference between the Current Market Price and the Current Warrant Price, multiplied by (ii) the number of shares of Common Stock), or sell, transfer or otherwise dispose Stock issuable upon exercise of all or substantially all its property, assets or business this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”b) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“"Other Property”"), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (c) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.7(a) above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a Change of Control which is approved by the Company's Board of Directors, then the Holder of this Warrant shall be entitled, at such Holder's option, either: (i) upon request of the Holder delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 6.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the Common Stock)product of (A) the difference between the Current Preferred Market Price and the Current Preferred Price, or sell, transfer or otherwise dispose multiplied by (B) the number of all or substantially all its property, assets or business shares of Series B Preferred Stock issuable upon exercise of this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”ii) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“"Other Property”"), are to be received by or distributed to the holders of Common StockSeries B Preferred Stock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Series B Preferred Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.7(a)(i) above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Series B Preferred Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company (a) If there shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is occur a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Change of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) Control and, pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described in Section 4.5(a) above, the resulting, successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions. (c) Notwithstanding anything to the contrary contained herein, if a Change of Control transaction (i) is an all cash transaction, (ii) constitutes or results in a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act (going private transaction), or (iii) otherwise results in the successor, surviving or acquiring entity not being traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, then upon the written request of the Holder, delivered before the sixtieth (60th) day after such Change of Control transaction, the Company (or any such successor, acquirer or surviving entity) shall, at the Holder’s option, redeem the Warrant from the Holder for a redemption price, payable in cash within five (5) business days after such request (or, if later, on the effective date of such Change of Control transaction), equal to the value of the Warrant as determined using the Black-Scholes Option Pricing Model via Bloomberg Financial Markets. In calculating the Black-Scholes Option Pricing Model, the parameters shall reflect (a) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant, and (b) an expected volatility equal to the greater of 60% and the 100-day historical price volatility obtained from the HVT function on Bloomberg.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If at any time the Company shall reorganize its capital, reclassify reorganizes its capital stock, consolidate reclassifies its capital stock, consolidates, merges or merge combines with or into another entity Person (where the Company is not the surviving entity corporation or where there is a any change in whatsoever in, or distribution with respect to to, the outstanding Common Stock), or sellthe Company sells, transfer transfers or otherwise dispose disposes of all or substantially all of its property, assets or business to another entity (eachPerson, other than in a “Reorganization”) transaction provided for in Sections 4.1, 4.2, 4.3, 4.4 or 4.6, and, pursuant to the terms of such Reorganizationreorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of common stock of the successor or acquiring entity, Person or the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity Person or the Company (“Other Property”), ) are to be received by or distributed to the holders of Common StockStock who are holders immediately prior to such transaction, then this Warrant the Holder shall thereafter represent have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock, common stock of the successor or acquiring Person, and/or Other Property as which a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have been issuable upon owned or received immediately after and as a result of such Reorganization with respect event. In such event, the aggregate Warrant Purchase Price otherwise payable for the Warrant Shares issuable upon exercise of this Warrant shall be allocated among such securities and Other Property in proportion to the respective fair market values of such securities which were and Other Property as determined in good faith by the Board of Directors, subject to the purchase Holder’s rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such ReorganizationSection 4.8(e). In case of any such Reorganizationevent, the successor or acquiring entity Person (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all of the Company’s obligations and liabilities hereunder, subject to such modifications as the Holder may be deemed appropriate approve in writing (as determined in good faith and memorialized by resolution resolutions of the Board of Directors of the CompanyDirectors) in order to provide for adjustments of Warrant Shares any shares of common stock of such successor or acquiring Person for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74.5. For purposes of this Section 74, “common stockstock of the successor or acquiring Person” of a corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation corporation, or other securities if such Person is not a corporation, of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation or Person and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4.5 shall similarly apply to successive Reorganizationsreorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a reclassification or redesignation of Common Shares at any time or a change of the Company shall reorganize its capitalCommon Shares into other shares or other securities or any other capital reorganization (other than a share dividend, reclassify its capital stocksubdivision or combination referred to in Section 4.1), consolidate or merge a consolidation, amalgamation, arrangement or merger of the Corporation with or into another any other corporation or other entity (where other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the Company is not the surviving entity Common Shares or where there is a change in or distribution with respect to of the Common StockShares into other securities), or sell, a transfer or otherwise dispose of all or substantially all its property, of the undertaking or assets or business of the Corporation to another corporation or other entity (each, any of such events being herein called a “Capital Reorganization”) ), and, pursuant to the terms of such Capital Reorganization, common shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock shares of the successor or acquiring entity corporation (any such consideration other than Common Shares, the “Other Property”), are to be received by or distributed to the holders of Common StockShares, then this Warrant the Holder of the Warrants shall thereafter represent have the right thereafter to receive, and still accept upon the exercise of this Warrantthe Warrant in lieu of the Common Shares to which such Holder was therefore entitled to receive, the number of shares of common stock and/or Common Shares and the Other Property as would have been issuable receivable upon or as a result of such Capital Reorganization by a holder of the number of Common Shares into which the Warrant is exercisable immediately prior to such event. (b) Subject to the prior written approval of the principal stock exchange or over-the- counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.4 with respect to the securities which were subject rights and interests thereafter of the Holder to the purchase rights under this Warrant immediately prior to end that the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. In case of any such Reorganization, the successor or acquiring entity (if other than the Company) shall expressly assume the observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for provisions set forth in this Section 7. For purposes of this Section 74.4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, “common stock” of a corporation shall include stock of such corporation other securities or Other Property thereafter deliverable upon the exercise of any class which is not preferred as to dividends or assets over any other class Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of stock directors of such corporation the Corporation, acting reasonably and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stockin good faith. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsCapital Reorganization transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company (a) If there shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is occur a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Change of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) Control and, pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which such event. The Company shall not effect any Change of Control without the prior written consent of the holder of this Warrant (in addition to any other consent or voting rights with respect to such Change of Control that number of such holder may have pursuant to applicable law) unless (i) if the entity into whose securities this Warrant Shares purchasable pursuant hereto would have been entitled to by reason of shall become exercisable in such Reorganization. In case of any such Reorganizationtransaction is a Public Entity, the resulting successor or acquiring entity (if other than not the Company) shall expressly assume and, if an entity different from the observance and performance successor or acquiring entity, the entity whose capital stock or assets the holders of each and every covenant and condition the Common Stock are entitled to receive as a result of such Change of Control (such entity, as applicable, the “Acquiring Entity”), assumes by written instrument all of the obligations of this Warrant and the Transaction Documents (as defined in the Purchase Agreement) or (ii) if the Acquiring Entity is a not a Public Entity, the Acquiring Entity, subject to be performed and observed the proviso below, either (A) pays to the holder of this Warrant in cash, an amount equal to the value of this Warrant as of the time of the Change of Control Notice (as defined below), as determined in good faith by the Board of Directors of the Company using a Black Scholes model applied in a manner consistent to the Black Scholes models previously used by the Company and for calculations set forth in its prior filings under the Exchange Act (the “Warrant Value”) or (B) assumes by written instrument all of the obligations of this Warrant and liabilities hereunderthe Transaction Documents (as defined in the Purchase Agreement), provided that, if the Per Share Consideration (as defined below) is $2.50 (as adjusted for stock splits, reverse stock splits, stock dividends and the like) or more, then the Acquiring Entity shall take the action specified in clause (B) above and if the Per Share Consideration is less than $2.50 (as adjusted for stock splits, reverse stock splits, stock dividends and the like), then the Acquiring Entity shall take either the action specified in clause (A) or clause (B) at the sole election of the Holder (a “Holder Election”). (b) In case of any such Change of Control described in Section 4.4(a) above, the resulting, successor or acquiring entity (if not the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, shall assume by written instrument all of the obligations of this Warrant and the Transaction Documents (as defined in the Purchase Agreement), subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If there shall occur a Change of Control, then the Holder of this Warrant shall be entitled, at such Holder’s option, either: (a) upon request of Xxxxxx delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (i) the difference between the Current Market Price and the Current Warrant Price, multiplied by (ii) the number of shares of Common Stock), or sell, transfer or otherwise dispose Stock issuable upon exercise of all or substantially all its property, assets or business this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”b) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.4(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (c) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.4(a) above, the successor or acquiring entity corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a Change of Control which is approved by the Company's Board of Directors, then the Holder of this Warrant shall be entitled, at such Holder's option, either: (i) upon request of Holder delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 6.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (A) the difference between the Current Market Price and the Current Common Stock)Price, or sell, transfer or otherwise dispose multiplied by (B) the number of all or substantially all its property, assets or business shares of Common Stock issuable upon exercise of this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”ii) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 5.7(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 5.7(a) above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 75. For purposes of this Section 75, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 5 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a Change of Control which is approved by the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Company’s Board of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) and, Directors and pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another entity (each, a “Reorganization”a) and, If pursuant to the terms of such Reorganizationa Change of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which such event (without regard to the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. limitations in Section 2.4). (b) In case of any such Reorganization, Change of Control described above the successor or acquiring entity corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If at any time the Company shall reorganize its capital, reclassify reorganizes its capital stock, consolidate reclassifies its capital stock, consolidates, merges or merge combines with or into another entity Person (where the Company is not the surviving entity corporation or where there is a any change in whatsoever in, or distribution with respect to to, the outstanding Common Stock), or sellthe Company sells, transfer transfers or otherwise dispose disposes of all or substantially all of its property, assets or business to another entity (eachPerson, other than in a “Reorganization”) transaction provided for in Sections 4.1, 4.2, 4.3, 4.4 or 4.6, and, pursuant to the terms of such Reorganizationreorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of common stock of the successor or acquiring entity, Person or the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity Person or the Company (“"Other Property”), ") are to be received by or distributed to the holders of Common StockStock who are holders immediately prior to such transaction, then this Warrant the Holder shall thereafter represent have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock, common stock of the successor or acquiring Person, and/or Other Property as which a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have been issuable upon owned or received immediately after and as a result of such Reorganization with respect event. In such event, the aggregate Warrant Purchase Price otherwise payable for the Warrant Shares issuable upon exercise of this Warrant shall be allocated among such securities and Other Property in proportion to the respective fair market values of such securities which were and Other Property as determined in good faith by the Board of Directors, subject to the purchase Holder's rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such ReorganizationSection 4.8(e). In case of any such Reorganizationevent, the successor or acquiring entity Person (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all of the Company's obligations and liabilities hereunder, subject to such modifications as the Holder may be deemed appropriate approve in writing (as determined in good faith and memorialized by resolution resolutions of the Board of Directors of the CompanyDirectors) in order to provide for adjustments of Warrant Shares any shares of common stock of such successor or acquiring Person for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74.5. For purposes of this Section 74, “"common stock” stock of a corporation the successor or acquiring Person" shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation corporation, or other securities if such Person is not a corporation, of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation or Person and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4.5 shall similarly apply to successive Reorganizationsreorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If there shall occur a Change of Control, then the Holder of this Warrant shall be entitled, at such Holder’s option, either: (a) upon request of Xxxxxx delivered to the Company shall reorganize its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassify its capital stock, consolidate or merge with or into another entity (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving entity or where there is a change Holder for an aggregate purchase price, payable in or distribution with respect cash on the effective date of consummation of such Change of Control, equal to the product of (i) the difference between the Current Market Price and the Current Warrant Price, multiplied by (ii) the number of shares of Common Stock), or sell, transfer or otherwise dispose Stock issuable upon exercise of all or substantially all its property, assets or business this Warrant immediately prior to another entity the consummation of such Change of Control; or (each, a “Reorganization”b) and, if pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“Other Property”), are to be received by or distributed to the holders of Common StockStock of the Company, and the Holder shall not have elected to have this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (c) In case of any such ReorganizationChange of Control described above, to the extent this Warrant has not been fully purchased by the Company pursuant to Section 4.7(a) above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company (a) If there shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is occur a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Change of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) Control and, pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“"Other Property”"), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described in Section 4.3(a) above, the resulting, successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a Change of Control which is approved by the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or where there is a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose Company's Board of all or substantially all its property, assets or business to another entity (each, a “Reorganization”) and, Directors and pursuant to the terms of such ReorganizationChange of Control, shares of common stock of the successor or acquiring entitycorporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity corporation (“"Other Property”"), are to be received by or distributed to the holders of Common StockStock of the Company, then the Holder of this Warrant shall thereafter represent have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of common stock and/or of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and the Other Property as would have been issuable receivable upon or as a result of such Reorganization with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to the record date or, if there is no record date, the effective date Change of such Reorganization and the Exercise Price therefor shall be adjusted to be the amount determined Control by multiplying the Exercise Price in effect immediately prior to the Reorganization by the number a holder of Warrant Shares purchasable pursuant hereto immediately prior to the Reorganization, and dividing the product thereof by the number of shares of common stock and/or Other Property Common Stock into which this Warrant is exercisable immediately prior to which the holder of that number of Warrant Shares purchasable pursuant hereto would have been entitled to by reason of such Reorganization. event. (b) In case of any such ReorganizationChange of Control described above, the successor or acquiring entity corporation (if other than the Company) and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 74. For purposes of this Section 74, “common stock” stock of a the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 4 shall similarly apply to successive ReorganizationsChange of Control transactions.