Common use of WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE Clause in Contracts

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. If You Merge. Subject to section 2, If at any time there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares otherwise provided in this Warrant Agreement), or Your merger or consolidation with or into another corporation, whether or not You are the surviving corporation or if You sell or convey all or substantially all of Your assets or stock to any other person (each of these foregoing events referred to as a Merger Event), then, as part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor corporation resulting from such merger, equal in value to that which would have been issuable if We had exercised Our right under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Stock purchasable) shall be applicable to the greatest extent possible. If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C Preferred Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. If You Change the Antidilution Rights of the Series C Preferred Stock or Issue New Preferred Or Convertible Stock. All antidilution rights applicable to the Series C Preferred Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification or waiver of the Charter. You will provide Us with written notice of any issuance of Your stock or other equity security to occur after the Effective Date, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after such issuance.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. If You Mergeare Acquired. Subject to section 2Section 2 hereto, If if at any time time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares stock otherwise provided for in this Warrant Agreement), ; (ii) You merge or Your merger or consolidation consolidate with or into another corporationentity, whether or not You are the surviving corporation or if entity; (iii) You sell or convey convey, or grant an exclusive license with respect to, all or substantially all of Your assets or stock to any other person person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of these the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor corporation or surviving person resulting from such mergerMerger Event, equal in value to that which would have been issuable if We had exercised Our right rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Warrant Stock purchasable) shall be applicable to the greatest extent possible. If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C Preferred Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. If You Change the Antidilution Rights of the Series C Preferred Stock or Issue New Preferred Or Convertible Stock. All antidilution rights applicable to the Series C Preferred Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification or waiver of the Charter. You will provide Us with written notice of any issuance of Your stock or other equity security to occur after the Effective Date, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after such issuance.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. If You Mergeare Acquired. Subject to section 2Section 2 hereto, If if at any time time; (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares stock otherwise provided for in this Warrant Agreement), ; (ii) You merge or Your merger or consolidation consolidate with or into another corporationentity, whether or not You are the surviving corporation or if entity; (iii) You sell or convey convey, or grant an exclusive license with respect to, all or substantially all of Your assets or stock to any other person person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of these the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor corporation or surviving person resulting from such mergerMerger Event, equal in value to that which would have been issuable if We had exercised Our right rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Warrant Stock purchasable) shall be applicable to the greatest extent possible. • If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. • If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C B Preferred Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. • If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stockSeries B Preferred Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock Series B Preferred Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock Series B Preferred Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Warrant Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Warrant Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. • If You Change the Antidilution Rights of the Series C Preferred Warrant Stock or Issue New Preferred Or or Convertible Stock. All antidilution rights applicable to the Series C Preferred Warrant Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification of or waiver of the Charterany right under Your Certificate of Incorporation. You will provide Us with prior written notice of any issuance of Your stock or other equity security to occur after the Effective DateDate (other than issuances of stock or equity securities pursuant to customary employee stock plans), which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You occurred or will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after occur as a result of such issuance.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. ð If You Mergeare Acquired. Subject to section 2, If at any time time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares stock otherwise provided for in this Warrant Agreement), ; (ii) You merge or Your merger or consolidation consolidate with or into another corporationentity, whether or not You are the surviving corporation or if entity; (iii) You sell or convey convey, or grant an exclusive license with respect to, all or substantially all of Your assets or stock to any other person person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of these the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor corporation or surviving person resulting from such mergerMerger Event, equal in value to that which would have been issuable if We had exercised Our right rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Warrant Stock purchasable) shall be applicable to the greatest extent possible. If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C Preferred Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. If You Change the Antidilution Rights of the Series C Preferred Stock or Issue New Preferred Or Convertible Stock. All antidilution rights applicable to the Series C Preferred Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification or waiver of the Charter. You will provide Us with written notice of any issuance of Your stock or other equity security to occur after the Effective Date, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after such issuance.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. If You Mergeare Acquired. Subject to section 2, If at any time time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares stock otherwise provided for in this Warrant Agreement), ; (ii) You merge or Your merger or consolidation consolidate with or into another corporationentity, whether or not You are the surviving corporation or if entity; (iii) You sell or convey convey, or giant an exclusive license with respect to, all or substantially all of Your assets or stock to any other person person; or (iv) there occurs any transaction or series of related transactions (other than a transaction that does not result in any reclassification or change in the outstanding class or series of Warrant Stock) that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of these the foregoing events are referred to as a “Merger Warrant (Loan) 0693-W-01 Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receivepurchase, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor corporation or surviving person resulting from such mergerMerger Event, equal in value to that which would have been issuable if We had exercised Our right rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Warrant Stock purchasable) shall be applicable to exercisable for the greatest extent possible. If You Reclassify Your Stock. If at any time You combine, reclassify, exchange number of shares of preferred stock or subdivide Your other securities or otherwise, change any property of the securities as to successor or surviving person resulting from such Merger Event, which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase if We had exercised Our rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C Preferred Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. If You Change the Antidilution Rights of the Series C Preferred Stock or Issue New Preferred Or Convertible Stock. All antidilution rights applicable to the Series C Preferred Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification or waiver of the Charter. You will provide Us with written notice of any issuance of Your stock or other equity security to occur after the Effective Date, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after such issuanceMerger Event.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. If You Mergeare Acquired. Subject to section 2, If at any time time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares stock otherwise provided for in this Warrant Agreement), ; (ii) You merge or Your merger or consolidation consolidate with or into another corporationentity, whether or not You are the surviving corporation or if entity; (iii) You sell or convey convey, or grant an exclusive license with respect to, all or substantially all of Your assets or stock to any other person person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of Your capital stock (each of these the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or same securities, cash, and/or other securities of the successor corporation resulting from such merger, equal in value to that which property as would have been issuable payable to Us if We had exercised Our right rights under this Warrant Agreement immediately prior to the Merger EventEvent and subsequent closing. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Preferred Common Stock purchasable) shall be applicable to the greatest extent possible. • If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. • If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C Preferred Common Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. • If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stockCommon Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock Common Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Common Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Common Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. If You Change the Antidilution Rights of the Series C Preferred Stock or Issue New Preferred Or Convertible Stock. All antidilution rights applicable to the Series C Preferred Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification or waiver of the Charter. You will provide Us with written notice of any issuance of Your stock or other equity security to occur after the Effective Date, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after such issuance.

WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. If You Mergeare Acquired. Subject to section 2the termination provisions in Section 2 above, If if at any time (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your shares stock otherwise provided for in this Warrant AgreementWarrant), (ii) You merge or Your merger or consolidation consolidate with or into another corporation, entity whether or not You are the surviving corporation or if entity, (iii) You sell or convey convey, or grant an exclusive license with respect to, all or substantially all of Your assets or stock to any other person person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of these the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant AgreementWarrant, the number of shares of preferred stock or other securities of the successor corporation or surviving person resulting from such mergerMerger Event, equal in value to that which would have been issuable if We had exercised Our right rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the Our rights and interest after the merger Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Series C Applicable Preferred Stock purchasable) shall be applicable to the greatest extent possible. • If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. • If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series C Applicable Preferred Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of Your stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of Your stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Series C Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Series C Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. If You Spend More Than the Commitment Amounts Under the Lease. If Our total cost of equipment leased pursuant to the Lease exceeds $1,500,000. We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares, which number shall be determined by (i) multiplying the amount by which the Our total equipment cost exceeds $1,500,000 by 4% and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above. If You Change the Antidilution Rights of the Series C Preferred Stock or Issue New Preferred Or Convertible Stock. All antidilution rights applicable to the Series C Preferred Stock purchasable under this Warrant Agreement are as set forth in Your Amend and Restated Certificate of Incorporation, “Charter”, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification or waiver of the Charter. You will provide Us with written notice of any issuance of Your stock or other equity security to occur after the Effective Date, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a dilutive event has occurred. You will use best efforts to provide such written notice prior to the issuance, but in no event later than five (5) business days after such issuance.