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

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If at any time the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, pursuant to the terms of such reorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital stock of the successor or acquiring 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 person or the Company ("Other Property") are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transaction, then the Holder shall 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 which the holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). In case of any such event, the successor or acquiring 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 approve in writing (and memorialized by resolutions of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4.5. For purposes of this Section 4, "common stock of 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, or other securities if such person is not a corporation, of any class that is not preferred as to dividends or assets over any other class of stock of such corporation or person and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities 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 4.5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. 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 any time such Holder’s option, either: (a) upon request of Holder delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is Holder for an aggregate purchase price, payable in 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 issuable upon exercise of this Warrant immediately prior to the consummation of such Change of Control (without regard to any change whatsoever in, or distribution with respect to, the outstanding Common Stockownership limitations provided in Section 2.4(i), or the Company sells, transfers or otherwise disposes of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, ); or (b) if pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (c) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If there shall occur a Change of Control, then the Holder of this Warrant shall be entitled, at any time such Holder’s option, either: (a) upon request of ▇▇▇▇▇▇ delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is any change whatsoever inHolder for an aggregate purchase price, or distribution with respect topayable in cash on the effective date of consummation of such Change of Control, equal to the outstanding 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 Stock issuable upon exercise of this Warrant immediately prior to the Company sells, transfers or otherwise disposes consummation of all or substantially all such Change of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Control; or (b) if pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (c) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes shall occur a Change of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, Control and, pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would 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 such holder may have owned pursuant to applicable law) unless (i) if the entity into whose securities this Warrant shall become exercisable in such transaction is a Public Entity, the resulting successor or received immediately after and 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 event. In Change of Control (such evententity, as applicable, the aggregate Warrant Purchase Price otherwise payable for “Acquiring Entity”), assumes by written instrument all of the Warrant Shares issuable upon exercise obligations of this Warrant shall be allocated among such securities and Other Property the Transaction Documents (as defined in proportion the Purchase Agreement) or (ii) if the Acquiring Entity is a not a Public Entity, the Acquiring Entity, subject to the respective fair market values proviso below, either (A) pays to the holder of such securities and Other Property 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, subject Company using a Black Scholes model applied in a manner consistent to the Holder's rights Black Scholes models previously used by the Company for calculations set forth in its prior filings under Section 4.8(ethe Exchange Act (the “Warrant Value”) or (B) assumes by written instrument all of the obligations of this Warrant and the 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 eventChange 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 person (if other than entity, the Company) 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 by written instrument all of the due and punctual observance and performance of each and every covenant and condition obligations of this Warrant to be performed and observed by the Company and all Transaction Documents (as defined in the obligations and liabilities hereunderPurchase Agreement), subject to such modifications as the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes shall occur a Change of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, Control and, pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such eventChange of Control described in Section 4.5(a) above, the resulting, successor or acquiring person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizationsChange of Control transactions. (c) Notwithstanding anything to the contrary contained herein, reclassificationsif a Change of Control transaction (i) is an all cash transaction, consolidations(ii) constitutes or results in a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act (going private transaction), mergersor (iii) otherwise results in the successor, salessurviving or acquiring entity not being traded on a national securities exchange, transfers 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 other dispositions (b) an expected volatility equal to the greater of assets60% and the 100-day historical price volatility obtained from the HVT function on Bloomberg.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If at any time the Company reorganizes its capitalcapital stock, reclassifies its capital stock, consolidates, merges or combines with or into another person Person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes of all or substantially all of its property, assets or business to another personPerson, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, 4.4 or 4.6, and, pursuant to the terms of such reorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person 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 person Person or the Company ("Other Property") are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transaction, then the Holder shall 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 personPerson, and/or Other Property which the a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the CompanyDirectors, subject to the Holder's rights under Section 4.8(e). In case of any such event, the successor or acquiring person 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 Required Holders Holder may approve in writing (and memorialized by resolutions of the Board of Directors of the CompanyDirectors) in order to provide for adjustments of any shares of common stock of such successor or acquiring person Person for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4.5. For purposes of this Section 4, "common stock of the successor or acquiring personPerson" shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person Person is not a corporation, of any class that is not preferred as to dividends or assets over any other class of stock of such corporation or person Person and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities 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 4.5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If at any time the Company reorganizes its capitalcapital stock, reclassifies its capital stock, consolidates, merges or combines with or into another person Person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes of all or substantially all of its property, assets or business to another personPerson, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, 4.4 or 4.6, and, pursuant to the terms of such reorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person 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 person Person or the Company ("“Other Property"”) are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transaction, then the Holder shall 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 personPerson, and/or Other Property which the a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the CompanyDirectors, subject to the Holder's ’s rights under Section 4.8(e). In case of any such event, the successor or acquiring person 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 Required Holders Holder may approve in writing (and memorialized by resolutions of the Board of Directors of the CompanyDirectors) in order to provide for adjustments of any shares of common stock of such successor or acquiring person Person for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 4.5. For purposes of this Section 4, "“common stock of the successor or acquiring person" Person” shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person Person is not a corporation, of any class that is not preferred as to dividends or assets over any other class of stock of such corporation or person Person and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities 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 4.5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time there shall occur a Change of Control which is approved by the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes Company's Board of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Directors and pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("Other Property") ), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such event, Change of Control described above the successor or acquiring person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes shall occur a Change of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, Control and, pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("Other Property") ), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such eventChange of Control described in Section 4.3(a) above, the resulting, successor or acquiring person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, pursuant to the terms of such reorganizationa Change of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 (without regard to the respective fair market values of such securities and Other Property as determined limitations in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e2.4). . (b) In case of any such event, Change of Control described above the successor or acquiring person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If If, at any time while this Warrant is outstanding (i) the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges effects any merger or combines consolidation of the Company with or into another person 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 corporation or where there is any change whatsoever inentity, or distribution with respect to, the outstanding Common Stock), or (ii) the Company sells, transfers or otherwise disposes 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 person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Person) is completed pursuant to the terms which all or substantially all of such reorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital stock of the successor or acquiring 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 person or the Company ("Other Property") are to be received by or distributed to the holders of Common Stock who are holders immediately prior 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 transactioncase in (i) through (v) above, a “Fundamental Transaction”), then the Holder holder shall have the right thereafter to receivepurchase, upon exercise of this Warrant with respect to the Shares, if any, that are vested and exercisable immediately prior to the Fundamental Transaction (“Vested Shares”), in lieu of such Vested Shares issuable upon exercise of this Warrant, the number same amount and kind of shares securities, cash or property as it would have been entitled to receive upon the occurrence of Common Stocksuch Fundamental Transaction if it had been, common stock of the successor or acquiring personimmediately prior to such Fundamental Transaction, and/or Other Property which the holder of the number of shares Vested Shares then issuable upon exercise in full of Common Stock for which this Warrant is pursuant to the terms herein (the “Vested Alternate Consideration”). Any Shares that shall have not become vested and exercisable immediately prior to such event would the Fundamental Transaction shall continue to vest, if at all, pursuant to Section 2 hereof and Schedule B-5, and the holder shall have owned or received immediately 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 as a result Schedule B-5 (“Subsequently Vested Shares”), in lieu of such event. In such event, the aggregate Warrant Purchase Price otherwise payable for the Warrant 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 shall be allocated among such securities and Other Property in proportion pursuant to the respective fair market values of terms herein (“Subsequently Vested Alternate Consideration”, and, together with the Vested Alternate Consideration, “Alternate Consideration”). In any such securities and Other Property case appropriate provision (as determined in good faith by the Board of Directors of the Company, subject ) shall be made with respect to the Holder's rights under 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 4.8(e)5 above) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any Alternate Consideration deliverable upon the exercise hereof. In case of The Company shall not effect any such eventFundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the successor or acquiring person 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 due 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 punctual observance 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 the Required Holders may approve in writing (and memorialized by resolutions of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for which this Warrant thus becomes exercisable, which modifications Fundamental Transaction shall be as 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 4.5. For purposes of this Section 4, "common stock of 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, or other securities if such person is not a corporation, of any class that is not preferred as to dividends or assets over any other class of stock of such corporation or person and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that are convertible into or exchangeable for any such stock, either immediately or 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 4.5 6 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations, mergersspin-offs, sales, transfers and other or dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time there shall occur a Change of Control which is approved by the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes Company's Board of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Directors and pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("Other Property") ), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such eventChange of Control described above, the successor or acquiring person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If there shall occur a reclassification or redesignation of Common Shares at any time or a change of the Company reorganizes its capitalCommon Shares into other shares or other securities or any other capital reorganization (other than a share dividend, reclassifies its capital stocksubdivision or combination referred to in Section 4.1), consolidatesor a consolidation, merges amalgamation, arrangement or combines merger of the Corporation with or into another person (where the Company is not the surviving any other corporation or where there is other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the Common Shares or a change whatsoever in, or distribution with respect to, of the outstanding Common StockShares into other securities), or the Company sells, transfers or otherwise disposes a transfer of all or substantially all of its property, the undertaking or assets or business of the Corporation to another person, corporation or other than in entity (any of such events being herein called a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6“Capital Reorganization”), and, pursuant to the terms of such reorganizationCapital Reorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) common shares of capital stock of the successor or acquiring person corporation, 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 shares of the successor or acquiring person or corporation (any such consideration other than Common Shares, the Company ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionShares, then the Holder of the Warrants shall 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, common stock of Shares and the successor or acquiring person, and/or Other Property which the receivable upon or as a result of such Capital Reorganization by a holder of the number of shares of Common Stock for Shares into which this the Warrant is exercisable immediately prior to such event would have owned event. (b) Subject to the prior written approval of the principal stock exchange or received immediately after and 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 event. In such event, Capital Reorganization in 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 and Other Property as determined in good faith by the Board of Directors application of the Company, subject to the Holder's rights under Section 4.8(e). In case of any such event, the successor or acquiring 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 approve in writing (and memorialized by resolutions of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for provisions set forth in this Section 4.5. For purposes 4.4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 44.4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, "common stock other securities or Other Property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the successor or acquiring person" shall include stock or other equity securitiesCorporation, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, of any class that is not preferred as to dividends or assets over any other class of stock of such corporation or person acting reasonably and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities 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 stockin good faith. The foregoing provisions of this Section 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions of assetsCapital Reorganization transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If there shall occur a Change of Control, then the Holder of this Warrant shall be entitled, at any time such Holder’s option, either: (a) upon request of ▇▇▇▇▇▇ delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is any change whatsoever inHolder for an aggregate purchase price, or distribution with respect topayable in cash on the effective date of consummation of such Change of Control, equal to the outstanding 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 Stock issuable upon exercise of this Warrant immediately prior to the Company sells, transfers or otherwise disposes consummation of all or substantially all such Change of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Control; or (b) if pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 4.4(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (c) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. 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 any time such Holder’s option, either: (a) upon request of Holder delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is any change whatsoever inHolder for an aggregate purchase price, or distribution with respect topayable in cash on the effective date of consummation of such Change of Control, equal to the outstanding 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 Stock issuable upon exercise of this Warrant immediately prior to the Company sells, transfers or otherwise disposes consummation of all or substantially all such Change of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Control; or (b) if pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (c) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. 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 any time such Holder's option, either: (a) upon request of Holder delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 5.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is any change whatsoever inHolder for an aggregate purchase price, or distribution with respect topayable in cash on the effective date of consummation of such Change of Control, equal to the outstanding 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 Stock issuable upon exercise of this Warrant immediately prior to the Company sells, transfers or otherwise disposes consummation of all or substantially all such Change of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Control; or (b) if pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("Other Property") ), are to be received by or distributed to the holders of Common Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (c) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If at any time there shall occur a Change of Control which is approved by the Company reorganizes its capital, reclassifies its capital stock, consolidates, merges or combines with or into another person (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock), or the Company sells, transfers or otherwise disposes Company’s Board of all or substantially all of its property, assets or business to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, Directors and pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("“Other Property") ”), are to be received by or distributed to the holders of Common Stock who are holders immediately prior to such transactionof the Company, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such eventChange of Control described above, the successor or acquiring person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (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 any time such Holder's option, either: (i) upon request of the Holder delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 6.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is any change whatsoever inHolder for an aggregate purchase price, or distribution with respect topayable in cash on the effective date of consummation of such Change of Control, equal to the outstanding Common Stock)product of (A) the difference between the Current Preferred Market Price and the Current Preferred Price, or multiplied by (B) the Company sells, transfers or otherwise disposes number of all or substantially all shares of its property, assets or business Series B Preferred Stock issuable upon exercise of this Warrant immediately prior to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, the consummation of such Change of Control; or (ii) if pursuant to the terms of such reorganizationChange of Control, reclassification, consolidation, merger, combination, sale, transfer or other disposition of assets, (i) shares of capital common stock of the successor or acquiring person corporation, 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 person or the Company corporation ("Other Property") ), are to be received by or distributed to the holders of Common Series B Preferred Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 4.7(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Series B Preferred Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Series B Preferred Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.54. For purposes of this Section 4, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (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 any time such Holder's option, either: (i) upon request of Holder delivered to the Company reorganizes its capitalwithin 10 days of receipt of notice of such Change of Control pursuant to Section 6.2, reclassifies its capital stock, consolidates, merges or combines with or into another person (where to have the Company is not (or any such successor or surviving entity) purchase this Warrant from the surviving corporation or where there is any change whatsoever inHolder for an aggregate purchase price, or distribution with respect topayable in cash on the effective date of consummation of such Change of Control, equal to the outstanding product of (A) the difference between the Current Market Price and the Current Common Stock)Price, or multiplied by (B) the Company sells, transfers or otherwise disposes number of all or substantially all shares of its property, assets or business Common Stock issuable upon exercise of this Warrant immediately prior to another person, other than in a transaction provided for in Sections 4.1, 4.2, 4.3, 4.4, or 4.6, and, the consummation of such Change of Control; or (ii) if pursuant to the terms of such reorganization, reclassification, consolidation, merger, combination, sale, transfer or other disposition Change of assets, (i) shares of capital stock of the successor or acquiring person or the Company (if it is the surviving corporation) or (ii) any cashControl, 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 person corporation, or the Company ("any Other Property") , are to be received by or distributed to the holders of Common Stock who are holders immediately prior of the Company, and the Holder shall not have elected to such transactionhave this Warrant purchased by the Company pursuant to Section 5.7(a) above, then the Holder of this Warrant shall have the right thereafter to receive, upon the exercise of this the Warrant, the number of shares of Common Stock, common stock of the successor or acquiring personcorporation or of the Company, and/or if it is the surviving corporation, and the Other Property which the receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock for into which this Warrant is exercisable immediately prior to such event would have owned or received immediately after and as a result of such 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 and Other Property as determined in good faith by the Board of Directors of the Company, subject to the Holder's rights under Section 4.8(e). . (b) In case of any such eventChange 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 person 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 the Required Holders may approve in writing be deemed appropriate (and memorialized as determined by resolutions resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of common stock of such successor or acquiring person for the Common Stock into which this Warrant thus becomes exercisable, is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4.55. For purposes of this Section 45, "common stock of the successor or acquiring person" corporation shall include stock or other equity securities, or securities that are exercisable or exchangeable for or convertible into equity securities, of such corporation, or other securities if such person is not a corporation, corporation of any class that which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation or person and that which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that 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 4.5 5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers and other dispositions Change of assetsControl transactions.