Common use of Fundamental Transactions Clause in Contracts

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon without regard to any limitations on exercise in full of the Exercise Warrants issuable hereunder contained herein (the "“Alternate Consideration"”). For purposes of The Company shall not effect any such exerciseFundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the determination of Company, surviving entity or the Exercise Price corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person shall be appropriately adjusted assume the obligation to apply deliver to the Holder, such Alternate Consideration based on as, in accordance with the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transactionforegoing provisions, the Holder may be entitled to receive, and the Company other obligations under this Warrant. The provisions of this paragraph (c) shall apportion similarly apply to subsequent transactions of a type analogous to a Fundamental Transaction. Notwithstanding the Exercise Price among foregoing, in the Alternate Consideration in a reasonable manner reflecting the relative value event of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then at the request of the Holder shall be given delivered at any time commencing on the same choice as earliest to occur of (x) the Alternate Consideration it receives upon public disclosure of any exercise of this Additional Investment Right following such Fundamental Transaction. At , (y) the Holder's option consummation of any Fundamental Transaction and request, (z) the Holder first becoming aware of any successor to Fundamental Transaction through the Company or surviving entity in date that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction shallby the Company pursuant to a Current Report on Form 8-K filed with the SEC, either the Company (1) issue or the successor entity to the Holder a new Additional Investment Right substantially in the form of Company) shall purchase this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase priceby paying to the Holder, payable in cash within five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black Scholes value Value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such requestFundamental Transaction. The terms of any agreement Any Holder that receives cash pursuant to which a the immediately preceding sentence shall not receive any Alternate Consideration. For purposes hereof, “Black Scholes Value” means the value of the Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg Financial Markets (“Bloomberg”) determined as of the day immediately following the public announcement of the applicable Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and reflecting (i) a risk-free interest rate corresponding to comply with the provisions U.S. Treasury rate for a period equal to the remaining term of this paragraph Warrant as of such date of request, (cii) an expected volatility equal to the greater of (A) one hundred percent (100%), (B) the thirty (30) day volatility obtained from the HVT function on Bloomberg determined as of the Trading Day immediately following the announcement of the Fundamental Transaction or (C) the arithmetic average of the 10, 30 and insuring that 50 day volatility obtained from the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a HVT function on Bloomberg determined as of the Trading Day immediately following the announcement of the Fundamental Transaction, (iii) an underlying price per share equal to the Closing Sale Price (as defined below) of the Company’s shares on its Principal Trading Market immediately prior to the closing of the Fundamental Transaction and (iv) a zero cost of borrow.

Fundamental Transactions. IfAs used herein, “Fundamental Transaction” means at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding stock of the successor entity, or its parent if applicable, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, property. In the event of a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 pursuant to such Fundamental Transaction, the holder of the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to which the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as issuable with respect to the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an established over-the-counter market (the “Alternate Consideration it receives upon any exercise Consideration”), this Warrant shall expire immediately prior to the closing of this Additional Investment Right following such the Fundamental Transaction. At The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon proper exercise of this Warrant prior to such closing. In the event of a Fundamental Transaction in which the consideration does not entirely consist of the Alternate Consideration, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within ten (10) Business Days after the closing of such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially cash in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), an amount equal to the Black Scholes value Value (as reasonably determined by the Board of Directors of the Company or the Company’s financial advisor in the Fundamental Transaction) of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with determined as of the provisions day immediately following the public announcement of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a applicable Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any Any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction (at the time of such Fundamental Transaction). At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personindividual or entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 5 above) (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it for each Warrant Share that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it had beenis the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction, the holder of the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration")event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 7 and insuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At In addition, at the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 4 above) (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if it had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Exercise Shares then issuable upon shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise in full contained herein solely for the purpose of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to exercise such warrant into Alternate Consideration. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, then the Company or any successor entity shall at the Holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation of the Fundamental Transaction, purchase this Warrant from the Alternate Consideration Holder by paying to the Holder an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the Volume-Weighted Average Price of the Common Stock for the aggregate Exercise Price upon exercise thereofTrading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the lesser of (1) the thirty (30) day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the end of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request70%. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 6 and insuring ensuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon without regard to any limitations on exercise in full of the Exercise Warrants issuable hereunder contained herein (the "“Alternate Consideration"”). For purposes of The Company shall not effect any such exercise, Fundamental Transaction unless prior to or simultaneously with the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder a new Additional Investment Right substantially Holder, such Alternate Consideration as, in the form of this Additional Investment Right and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Additional Investment Right from the Holder for a purchase pricemay be entitled to receive, payable in cash within five Trading Days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Additional Investment Right on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.)

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. In the event of a Fundamental Transaction where either (i) the surviving entity in such Fundamental Transaction does not have a class of equity security registered pursuant to Section 12 of the Exchange Act, or (ii) such equity security does not trade on an Eligible Market, then, at the request of the Holder, the Company shall repurchase this Warrant for an amount equal to the value of this Warrant calculated pursuant to the Black-Scholes pricing model.

Fundamental Transactions. IfAs used herein, “Fundamental Transaction” means at any time while this Additional Investment Right Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Personperson or entity, in which the shareholders of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding stock of the successor entity, or its parent if applicable, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification or recombination or similar action of or with respect to the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, property. In the event of a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 pursuant to such Fundamental Transaction, the holder of the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to which the securities, cash or property issuable with respect to be received in the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an established over-the-counter market (the “Alternate Consideration”), this Warrant shall expire immediately prior to the closing or effective time of the Fundamental Transaction, then Transaction and the Holder of this Warrant shall be given receive the same choice as to amount by which the Alternate Consideration it receives upon per share of Common Stock exceeds the Exercise Price per share (the “Warrant Buyout Payment”). The Company shall not effect any exercise of this Additional Investment Right following such Fundamental Transaction. At Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, the Warrant Buyout Payment in accordance with the foregoing provisions. If the value of the Alternate Consideration shall be less than the Exercise Price, the Warrants shall terminate on the closing date or the effective time of the Fundamental Transaction and no payment shall be due to the Holder in respect of this Warrant. In the event of a Fundamental Transaction in which the consideration does not entirely consist of the Alternate Consideration, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within ten (10) Business Days after the closing of such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially cash in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), an amount equal to the Black Scholes value Value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such requestFundamental Transaction determined as of the day immediately following the public announcement of the applicable Fundamental Transaction. The terms For purposes hereof, the term “Black Scholes Value” means value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) if applicable, the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any agreement pursuant to which a non-cash consideration, if any, being offered in such Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and (D) a remaining option time equal to comply with the provisions time between the date of this paragraph (c) the public announcement of the applicable Fundamental Transaction and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionExpiration Time.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to owning more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or affiliated with the Persons making the tender or exchange offer) tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at Upon the occurrence of any time while this Additional Investment Right is outstanding, (1) Fundamental Transaction in which the Company effects any merger or consolidation is neither the Successor Entity nor the Parent Entity of the Successor Entity, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company with or into another Person, (2) and shall assume all of the obligations of the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by under this Warrant with the same effect as if such Successor Entity had been named as the Company or another Person) is completed herein. Upon consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are permitted entitled to tender or exchange their receive shares for other of stock, securities, cash or propertycash, or (4) the Company effects any reclassification of the Common Stock assets or any compulsory share other property with respect to or in exchange pursuant for shares of Class B Common Stock, the Successor Entity shall deliver to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder confirmation that there shall have the right thereafter to receive, be issued upon exercise of this Additional Investment RightWarrant at any time after the consummation of such Fundamental Transaction, in lieu of, or in addition to, the same amount and kind shares of the Class B Common Stock (or other share of stock, securities, cash cash, assets or other property as it purchasable upon the exercise of the Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), if any, that the Holder would have been entitled to receive upon the occurrence happening of such Fundamental Transaction if it had been, this Warrant been exercised immediately prior to such Fundamental Transaction, the holder of the number of Exercise Shares then issuable upon exercise as adjusted in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply accordance with the provisions of this paragraph (c) Warrant. In addition to and insuring not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are entitled to receive shares of stock, securities, cash, assets or any other property with respect to or in exchange for shares of Class B Common Stock, the Company shall make appropriate provision to ensure that the Additional Investment Right Holder will thereafter have the right to receive upon exercise of this Warrant within thirty (30) days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of, or in addition to, the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such replacement security) will be similarly adjusted upon any subsequent transaction analogous Fundamental Transaction had the Warrant been exercised immediately prior to a such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, If any successor to the Company or surviving entity in such Fundamental Transaction shallshall fail to issue, either (1) issue not later than the earlier of 15 days after consummation of such Fundamental Transaction or three days after written request therefor by the Holder, to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, then the Holder shall have the right to require such successor or (2) surviving entity to purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction)request, equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another PersonPerson in which the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the tenth (10th) day after the consummation of such Change of Control, the Company (or (2any such successor or surviving entity) will purchase the Additional Investment Right this Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder Investor shall have the right thereafter to: (x) declare an Event of Default pursuant to clause (iii) thereunder, or (y) upon any subsequent conversion of this Note, receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 one share of Common Stock (the number of Exercise Shares then issuable upon exercise in full of “Alternate Consideration”) or (z) require the surviving entity to issue to the Investor an instrument identical to this Additional Investment Right and Note (with an appropriate adjustment to the number of Warrant Shares then issuable upon exercise in full conversion price) such that the Investor may receive shares of the Exercise Warrants issuable hereunder (the "Alternate Consideration")surviving company’s common stock. For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder Investor a new Additional Investment Right substantially in the form of this Additional Investment Right and debenture consistent with the foregoing provisions and evidencing the Holder's Investor’s right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or (2any such successor or surviving entity) will purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such request.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Personperson and the Company is not the surviving party, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personperson) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash cash, or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash cash, or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 3(a) above) (in any such case, a "“Fundamental Transaction"”; provided, however, that in no event shall the sale of all or substantially all of the assets related to the Company’s test and instrumentation business be deemed to be a Fundamental Transaction), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, the same amount and kind of securities, cash 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders In the event of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company shall or surviving entity in such Fundamental Transaction shallshall cause the successor or purchasing person, either (1) issue as the case may be, to execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(b) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or (2any such successor or surviving entity) will purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of a majority of the outstanding shares of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the all outstanding Common Stock or any compulsory share exchange pursuant to which the all outstanding Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon any subsequent exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of The Company shall not effect any such exercise, Fundamental Transaction unless prior to or simultaneously with the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder a new Additional Investment Right substantially Holder, such Alternate Consideration as, in the form of this Additional Investment Right and consistent accordance with the foregoing provisions provisions, the Holder may be entitled to purchase, and evidencing the other obligations under this Warrant. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any successor entity shall pay in exchange for this Warrant at the Holder's right to purchase ’s option, exercisable at any time concurrently with or within 30 days after the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date consummation of the Fundamental Transaction), an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes value Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the remaining unexercised portion of this Additional Investment Right on Common Stock for the Trading Day immediately preceding the date of such requestconsummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 60 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction analogous to a Fundamental TransactionTransactions.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant Certificate is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, ; (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, ; (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, ; or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash cash, or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant Certificate, the same amount and kind of securities, cash 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Certificate (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant Certificate will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash cash, or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant Certificate following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If(i) Subject to applicable law and the last sentence of this Section 7(g)(i), at upon the occurrence of any time while this Additional Investment Right is outstandingFundamental Transaction (the date of such occurrence, (1) the Company effects a “Fundamental Transaction Date”), then, upon any merger or consolidation subsequent conversion of the Company with or into another PersonPreferred Stock, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise for each share of this Additional Investment Right, the same amount and kind of securities, cash or property as it Common Stock that would have been entitled issuable upon such conversion immediately prior to receive upon the occurrence of such Fundamental Transaction Transaction, (i) the number of shares of Common Stock of the Corporation (if it had beenis the surviving entity), or (ii) common stock of the successor or acquiring corporation (if it is the surviving entity), as well as any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock (including, for avoidance of doubt, the number of shares of Common Stock in respect of any Accrued Dividends to the extent unpaid as of the Fundamental Transaction Date, calculated as the quotient of (A) such Accrued Dividends divided by (B) the Conversion Price in effect immediately prior to such Fundamental Transaction, the holder of “Accrued Dividend Fundamental Transaction Shares”) for which the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration")Preferred Stock is convertible immediately prior to such Fundamental Transaction. For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If if holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration securities, cash or property it receives upon any exercise conversion of this Additional Investment Right the Preferred Stock following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with Notwithstanding the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofavoidance of doubt, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which transaction that constitutes a Fundamental Transaction under clauses (iii) or (v) of the definition of Fundamental Transaction where the Corporation is effected shall include terms requiring any such successor or the surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted entity, upon any conversion of the Preferred Stock subsequent transaction analogous to a such Fundamental Transaction, the Holder shall be entitled to receive only (y) the number of shares of Common Stock of the Corporation for which the Preferred Stock is convertible immediately prior to such Fundamental Transaction, plus (z) the Accrued Dividend Fundamental Transaction Shares.

Fundamental Transactions. If, at any time while this Additional Investment Right ------------------------ Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such -------- calculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfSubject to the provisions of this paragraph, if, at any time while this Additional Investment Right Debenture is outstanding, (1i) the Company Borrower effects any merger or consolidation of the Company Borrower with or into another Person, (2ii) the Company Borrower effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which all of 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 12(a) above) (in any such case, a "“Fundamental Transaction"”), then upon any subsequent conversion of this Debenture, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 one share of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Common Stock (the "“Alternate Consideration"”). For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company Borrower shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Debenture following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company Borrower or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and debenture consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and omitting subsection 9(d) below and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2ii) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Secured Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Additional Investment RightSecured Debenture, 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 Exercise Underlying Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise conversion in full of the Exercise Warrants issuable hereunder outstanding principal amount of this Secured Debenture (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of the outstanding principal amount of this Additional Investment Right Secured Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a new Additional Investment Right debenture substantially in the form of this Additional Investment Right Secured Debenture and consistent with the foregoing provisions (omitting Section 6(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Additional Investment Right Secured Debenture from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Additional Investment Right Secured Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and insuring that the Additional Investment Right Secured Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 Exercise Additional Investment Right Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.any

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another PersonPerson in which the Company is not the survivor, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon without regard to any limitations on exercise in full of the Exercise Warrants issuable hereunder contained herein (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following or concurrent with such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Unsecured Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Additional Investment RightUnsecured Debenture, 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 Exercise Underlying Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise conversion in full of the Exercise Warrants issuable hereunder outstanding principal amount of this Unsecured Debenture (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of the outstanding principal amount of this Additional Investment Right Unsecured Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a new Additional Investment Right debenture substantially in the form of this Additional Investment Right Unsecured Debenture and consistent with the foregoing provisions (omitting Section 5(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Additional Investment Right Unsecured Debenture from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Additional Investment Right Unsecured Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and insuring that the Additional Investment Right Unsecured Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects any merger or consolidation of the Company with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of The Company shall not effect any such exercise, Fundamental Transaction unless prior to or simultaneously with the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in such accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction shall, either that is (1) issue to an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Holder a new Additional Investment Right substantially in Securities Exchange Act of 1934, as amended (the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof“Exchange Act”), or (23) purchase a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Additional Investment Right from Nasdaq Global Select Market, the Holder for a purchase priceNasdaq Global Market, payable in cash or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within five Trading Days 30 days after such request (or, if later, on the effective date consummation of the Fundamental Transaction), an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes value Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the remaining unexercised portion of this Additional Investment Right on Common Stock for the Trading Day immediately preceding the date of such requestconsummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction transactions analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 4 above) (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if it had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Exercise Shares then issuable upon shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise in full contained herein solely for the purpose of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to exercise such warrant into Alternate Consideration. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, then the Company or any successor entity shall at the Holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation of the Fundamental Transaction, purchase this Warrant from the Alternate Consideration Holder by paying to the Holder an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the Volume-Weighted Average Price of the Common Stock for the aggregate Exercise Price upon exercise thereofTrading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the lesser of (1) the thirty (30) day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the end of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request70%. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 6 and insuring ensuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Additional Investment Right is any shares of Series A Preferred Stock are outstanding, (1i) the Company Corporation effects any merger of the Corporation into or consolidation of the Company Corporation with or into another Person, (2ii) the Company Corporation effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iii) the Company Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 13(a) above) (in any such case, a "“Fundamental Transaction"”), then the upon any subsequent conversion of Series A Preferred Stock, each Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 record holder of the number of Exercise such Underlying Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder immediately prior to such record date (the "“Alternate Consideration"”). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company Corporation shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reasonably acceptable to the holders of a majority of the outstanding shares of Series A Preferred Stock reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the each Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Series A Preferred Stock following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company Corporation or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder Holders a new Additional Investment Right substantially in the form series of this Additional Investment Right and preferred stock consistent with the foregoing provisions and evidencing the Holder's Holders’ right to purchase the convert such preferred stock into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 13 and insuring that the Additional Investment Right Series A Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects any merger merger, amalgamation, arrangement or consolidation of the Company with or into another Personperson, (2ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Shares is acquired by a third party, in each case, in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personperson) is completed pursuant to which all or substantially all of the holders of Common Stock Shares are permitted to tender or exchange their shares for other securities, cash or propertyproperty and would result in the shareholders of the Company immediately prior to such tender offer or exchange offer owning less than a majority of the outstanding shares after such tender offer or exchange offer, or (4iv) the Company effects any reclassification of the Common Stock Shares or any compulsory share exchange pursuant to which the Common Stock is Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of Common Shares covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of The Company shall not effect any such exercise, Fundamental Transaction unless prior to or simultaneously with the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and requestconsummation thereof, any successor to the Company Company, surviving or surviving resulting entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder a new Additional Investment Right substantially Holder, such Alternate Consideration as, in the form of this Additional Investment Right and consistent accordance with the foregoing provisions and evidencing provisions, the Holder's right Holder may be entitled to purchase and/or receive (as the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transactioncase may be), equal to and the Black Scholes value of the remaining unexercised portion of other obligations under this Additional Investment Right on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction transactions analogous to a Fundamental Transaction.

Fundamental Transactions. If, If at any time while this Additional Investment Right Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise any conversion of this Additional Investment RightNote, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same amount and kind of securities, cash or and property as it the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if it the Holder had been, been the record holder of one Conversion Share immediately prior to such Fundamental TransactionTransaction (without regard to any limitations or restrictions on conversion or acquisition of Conversion Shares and whether or not this Note was then convertible) (the “Alternate Consideration”), the holder of the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately and equitably adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and Transaction relative to the then Conversion Price. The Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Note following such Fundamental Transaction. In case of any such Fundamental Transaction, any successor to the Company, acquirer or surviving entity (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant, obligation, liability and condition under this Note to be performed and observed by the Company, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of the number and kind of Conversion Shares for which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section. Such assumption shall be pursuant to a written agreement in form and substance reasonably satisfactory to the Holder. At the Holder's option and ’s request, any successor to the Company Company, acquirer or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right Note from such entity substantially similar in the form of and substance to this Additional Investment Right Note and consistent with the foregoing provisions and evidencing the Holder's right provisions, which new Note shall be reasonably satisfactory to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase priceand include, payable in cash within five Trading Days after such request without limitation, (orA) the outstanding principal and Interest owed to the Holder under this Note, if later, on the effective date of the Fundamental Transaction), (B) an interest rate equal to the Black Scholes value of Interest Rate, (C) similar ranking to this Note, and (D) the remaining unexercised portion of this Additional Investment Right on Holder’s right to convert the date of such requestnew Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor successor, acquirer or surviving entity to comply with the provisions of this paragraph (c) Section and insuring ensuring that the Additional Investment Right this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary contained herein, if a Fundamental Transaction (X) is an all cash transaction, (Y) constitutes or results in a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act (going private transaction), or (Z) otherwise results in the successor, surviving or acquiring entity not being traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, then upon the written request of the Holder, delivered before the sixtieth (60th) day after such Fundamental Transaction, the Company (or any such successor, acquirer or surviving entity) shall redeem this Note 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 Fundamental Transaction), equal to the value of this Note as determined using the Black-Scholes Option Pricing Model via Bloomberg. The provisions of this Section shall similarly apply to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Personcompany, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Personcompany or person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Shares Common Stock then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this paragraph (cSection 4(e) and insuring shall insure that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right ------------------------ Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such calculation, the market -------- price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1A) the Company effects any merger or consolidation of the Company with or into another Person, (2B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, property or (4D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant prior to the expiration of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it for each Warrant Share that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction Transaction, at the option of the Holder, (i) upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it had beenis the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transactionevent or (ii) if the Company is acquired in an all cash transaction, cash equal to the holder product of (x) the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the aggregate number of Warrant Shares then issuable to the Holder upon the exercise of this Warrant in full full, times (y) the amount of cash per share of Common Stock payable to the Exercise Warrants issuable hereunder (the "Alternate Consideration")holders of Common Stock in connection with such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. At least 5 days prior to the consummation of any Fundamental Transaction, the Company shall deliver written notice to the Holder of such Fundamental Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction; provided, that, the Holder shall make such choice prior to the closing of such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 3(e) and insuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Personcorporation or other entity, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Personcorporation or other entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (5) the Company takes a record of its holders of Common Stock for the purpose of entitling them to receive any distributions of securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 Exercise Additional Investment Right Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request.

Fundamental Transactions. If, at any time while this Additional Investment Right Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 11(a) above) (in any such case, a "“Fundamental Transaction"”), then in addition to its other rights under the Holder Transaction Documents the Investor shall have the right thereafter to to: (x) receive, upon exercise any subsequent conversion of this Additional Investment RightNote, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and 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 one share of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Common Stock (the "“Alternate Consideration"”) or (y) require the surviving entity to issue to the Investor and instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder Investor a new Additional Investment Right substantially in the form of this Additional Investment Right and debenture consistent with the foregoing provisions and evidencing the Holder's Investor’s right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following or concurrent with such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such requestrequest as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided, that for purposes of such calculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures; and provided, further that if the Holder elects (1) above, the Company shall have three Trading Days following notice of such election to require that the Holder accept an election under clause (2) above. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfThe Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements , if so requested by the Holder, to deliver to each holder of the SPA Warrants in exchange for such SPA Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the occurrence or consummation of such Fundamental Transaction), and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Any security issuable or potentially issuable to the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any restriction or limitation or the requirement to be subject to any holding period pursuant to any applicable securities laws. Upon the occurrence or consummation of any Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be added to the term “Company” under this Warrant (so that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the quotient of (i) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term “Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) divided by (ii) the per share Closing Sale Price of such corresponding capital stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction), and such security shall be satisfactory to the Holder, and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time while this Additional Investment Right is outstanding, (1) after the Company effects any merger occurrence or consolidation consummation of the Company with or into another PersonFundamental Transaction, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether as elected by the Company Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or another Person) is completed Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are permitted entitled to tender receive securities, cash, assets or other property with respect to or in exchange their for shares for of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor Capital Stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under Sections 3 and 4(a), or (4) the Company effects any reclassification of which shall continue to be receivable on the Common Stock or on the such shares of stock, securities, cash, assets or any compulsory share other property otherwise receivable with respect to or in exchange pursuant to for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence or consummation of such Fundamental Transaction if it Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had been, this Warrant been exercised immediately prior to such Fundamental TransactionCorporate Event or the record, eligibility or other determination date for the holder of the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock event resulting in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of Corporate Event (without regard to any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any limitations on exercise of this Additional Investment Right following such Fundamental TransactionWarrant). At Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 4(b) shall apply similarly and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous equally to a successive Fundamental TransactionTransactions and Corporate Events.

Fundamental Transactions. If, at any time while this Additional Investment Right ------------------------ Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then upon any subsequent conversion of this Debenture, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 one share of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Common Stock (the "Alternate Consideration"). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Debenture following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and debenture consistent with the foregoing provisions and evidencing the Holder's right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is Warrant remains outstanding, (1i) the Company effects shall, directly or indirectly, in or more related transactions (1) effect any merger or consolidation of the Company with or into another Person, (2) the Company effects effect any sale of all or substantially all of its assets in one or a series of related transactions, (3) complete any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects effect any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property property, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% or more of the aggregate voting power represented by issued and outstanding Voting Stock of the Company (in any such case, case a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) timely purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (orcash, if later, equal to the Black-Scholes Value of the remaining unexercised portion of this Warrant on the effective date of the Fundamental Transaction), . Black-Scholes Value shall be determined in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg using (A) a price per share of Common Stock equal to the Black Scholes value VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (B) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining unexercised portion term of this Additional Investment Right on Warrant as of the date of such request. The terms request and (C) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg determined as of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions Trading Day immediately following the public announcement of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a applicable Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (3) transactions to any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for Person other securities, cash or propertythan a wholly owned Subsidiary, or (4iii) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to exchange, in each case as a result of which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent conversion of this Note, the Holder shall have the right thereafter to receive, for each share of Common Stock that would have been issuable upon exercise conversion of this Additional Investment RightNote immediately prior to the occurrence of such Fundamental Transaction, the same kind and 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder one (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one 1) share of Common Stock (the “Alternate Consideration”). If the Fundamental Transaction causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in such Fundamental Transactionpart upon any form of stockholder election), and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting into which the relative value of any different components Notes will be convertible will be deemed to be the weighted average of the Alternate Consideration. If types and amounts of consideration received by the holders of Common Stock are given any choice as that affirmatively make such election. To the extent necessary to effectuate the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and requestforegoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) Successor Entity shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and Note consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the convert such Note into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 6(d) and insuring ensuring that the Additional Investment Right this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 Exercise Additional Investment Right Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new New Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction (or, if earlier, before the Expiration Date), the Company (or (2any such successor or surviving entity) will purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects (A) any merger of the Company with (but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon without regard to any limitations on exercise in full of the Exercise Warrants issuable hereunder contained herein (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given no longer have the same choice as right to the Alternate Consideration it receives receive Warrant Shares upon any exercise of this Additional Investment Right following Warrant. The Company shall not effect any such Fundamental Transaction. At Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder a new Additional Investment Right substantially Holder, such Alternate Consideration as, in the form of this Additional Investment Right and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Additional Investment Right from the Holder for a purchase pricemay be entitled to receive, payable in cash within five Trading Days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Additional Investment Right on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be shall similarly adjusted upon any apply to subsequent transaction transactions analogous to of a Fundamental TransactionTransaction type.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1A) the Company effects any merger or consolidation of the Company with or into another Person, (2B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant prior to the expiration of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it for each Warrant Share that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it had beenis the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transactionevent or (b) if the Company is acquired in an all cash transaction, cash equal to the holder product of (x) the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the aggregate number of Warrant Shares then issuable to the Holder upon the exercise of this Warrant in full full, times (y) the amount of cash per share of Common Stock payable to the Exercise Warrants issuable hereunder (the "Alternate Consideration")holders of Common Stock in connection with such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. At least 5 days prior to the consummation of any Fundamental Transaction, the Company shall deliver written notice to the Holder of such Fundamental Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction; provided, that, the Holder shall make such choice prior to the closing of such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 3(e) and insuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, outstanding (1i) the Company effects (A) any merger of the Company with (but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether approved or authorized by the Company or another Person) Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a)) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon without regard to any limitations on exercise in full of the Exercise Warrants issuable hereunder contained herein (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given no longer have the same choice as right to the Alternate Consideration it receives receive Warrant Shares upon any exercise of this Additional Investment Right following Warrant. The Company shall not effect any such Fundamental Transaction. At Transaction unless prior to or simultaneously with the Holder's option and requestconsummation thereof, any successor to the Company or Company, surviving entity in or the corporation purchasing or otherwise acquiring such Fundamental Transaction shall, either (1) issue assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder a new Additional Investment Right substantially Holder, such Alternate Consideration as, in the form of this Additional Investment Right and consistent accordance with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofprovisions, or (2) purchase the Additional Investment Right from the Holder for a purchase pricemay be entitled to receive, payable in cash within five Trading Days after such request (or, if later, on and the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of other obligations under this Additional Investment Right on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(c) and insuring that the Additional Investment Right (or shall similarly apply to subsequent transactions of an analogous type to any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant, or any portion hereof, is outstandingoutstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (1ii) the Company effects any a merger or consolidation of the Company with or into another Person, (2) Person in which the Company effects any is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale of all or substantially all of its the Company's assets to another Person in one or a series of related transactions, (3iv) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such caseeach of (i)-(v), a "Fundamental Transaction"), then then, as a part of such Fundamental Transaction, lawful provision shall be made so that the Holder shall have the right thereafter be entitled to receive, receive upon exercise of this Additional Investment RightWarrant, during the period specified herein and upon payment of the Exercise Price then in effect, the same amount and kind number of securities, cash shares of stock or other securities or property as it resulting from a Fundamental Transaction that a Holder upon exercise of this Warrant would have been entitled to receive upon the occurrence of in such Fundamental Transaction if it this Warrant had been, been exercised immediately prior to before such Fundamental Transaction, the holder of the number of Exercise Shares then issuable upon exercise all subject to further adjustment as provided in full this Section 9. The foregoing provision of this Additional Investment Right Section 9(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes stock or securities of any such exercise, other corporation that are at the determination time receivable upon the exercise of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Considerationthis Warrant. If holders of Common Stock are given any choice as to the securities, cash or property security to be received in a Fundamental Transaction, then the Holder shall be given the same choice as choice. If the per share consideration payable to the Alternate Consideration it receives Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. If the per share consideration payable to the Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction (including provisions for adjustment to the Exercise Price), to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestWarrant. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(b) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right Exchange Warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring ensuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 Exercise Additional Investment Right Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction (x) results in a cash payment to holders of Common Stock or (y) constitutes or results in a Change of Control, and if as a result of such Change of Control the successor to the Company or surviving entity is not an entity whose stock is traded on an Eligible Market, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such request.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 9(b) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Debenture is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise conversion of the outstanding principal amount of this Additional Investment RightDebenture, 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 Exercise Underlying Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise conversion in full of the Exercise Warrants issuable hereunder outstanding principal amount of this Debenture (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of the outstanding principal amount of this Additional Investment Right Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a new Additional Investment Right debenture substantially in the form of this Additional Investment Right Debenture and consistent with the foregoing provisions (omitting Section 5(j)(iii) hereof) and evidencing the Holder's right to purchase the Alternate Consideration for at the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2ii) purchase the Additional Investment Right Debenture from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised unconverted portion of the outstanding principal amount of this Additional Investment Right Debenture (together with any accrued but unpaid interest thereon) on the date of the Fundamental Transaction as well as assumptions reasonably mutually acceptable to the Company and the Holder, provided that for purposes of such requestcalculation, the market price of the Common Stock shall be the closing bid price of the Common Stock on the Trading Day immediately preceding the public announcement of the Fundamental Transaction and the volatility factor shall be determined by reference to the 12 month average industry volatility measures. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (ck) and insuring that the Additional Investment Right Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, either (A) to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Additional Investment Right Shares immediately theretofore issuable upon exercise of this the Additional Investment Right, the same amount and kind such shares of securitiesstock, cash securities or property assets (including cash) as it would have been entitled issuable or payable with respect to receive or in exchange for a number of Additional Investment Right Shares equal to the number of Additional Investment Right Shares immediately theretofore issuable upon exercise of the occurrence of Additional Investment Right, had such Fundamental Transaction if it had beennot taken place, immediately prior and in any such case appropriate provision shall be made with respect to such Fundamental Transactionthe rights and interests of each Holder to the end that the provisions hereof shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the holder of exercise thereof or (B) require the number of Exercise Shares then issuable upon exercise in full repurchase of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction)request, equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and Holder to comply with the provisions of this paragraph (c) and insuring that Section. In connection with any Fundamental Transaction the Company shall have the right to require Holder to sell this Additional Investment Right on the terms provided in clause (or any such replacement securityB) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionhereof.

Fundamental Transactions. If, at any time while this Additional Investment Right Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a "Fundamental Transaction"), then upon any subsequent conversion of this Note, the Holder Investor shall have the right thereafter to to: (x) receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 one share of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Common Stock (the "Alternate Consideration") or (y) require the surviving entity to issue to the Investor and instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall(or, either (1if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Holder Investor a new Additional Investment Right substantially in the form of this Additional Investment Right and debenture consistent with the foregoing provisions and evidencing the HolderInvestor's right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Debenture is outstanding, (1A) the Company effects any merger or consolidation of the Company with or into another Person, (2B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactionstransactions (other than the sale of capital stock or assets of DJS Marketing Group, Inc.), (3C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then upon any subsequent conversion of this Debenture, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 one share of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Common Stock (the "Alternate Consideration"). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Debenture following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and debenture consistent with the foregoing provisions and evidencing the Holder's right to purchase the convert such debenture into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control Transaction, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Debenture from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the 120% of the remaining unconverted principal amount of this Debenture on the date of such request, plus all accrued and unpaid interest thereon, plus all other accrued and unpaid amounts due hereunder.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this paragraph (c) and insuring shall insure that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof (each a “Person”, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder Warrant holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Warrant Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Warrant holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1i) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2ii) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction closed before the third anniversary of the date hereof constitutes or results in a Change of Control, then at the request of the Holder delivered before the 45th day after the closing of such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request, equal to the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer approved by the Company’s Board of Directors (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, or (b) an acquisition primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market, then the Company (or any such successor or surviving entity) will redeem this Warrant from the Holder for a purchase price, payable in cash on the closing date of such “going private” transaction, equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the closing date of such “going private” transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any Any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another PersonPerson in which it is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Additional Investment Right Debenture is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed which results in a Change of Control and pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 11(a) above) (in any such case, a "“Fundamental Transaction"”), then upon any subsequent conversion of this Debenture, the Holder Investor shall have the right thereafter to to: (x) receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 one share of Common Stock (the number “Alternate Consideration”), or (y) receive in cash an amount equal to 100% of Exercise Shares then issuable upon exercise in full the outstanding principal amount of this Additional Investment Right Debenture, plus all accrued but unpaid interest thereon and other amounts owing to the number of Warrant Shares then issuable upon exercise in full of Investor under the Exercise Warrants issuable hereunder (the "Alternate Consideration")Transaction Documents. For purposes of any such exerciseconversion, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder Investor shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Debenture following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction).

Fundamental Transactions. If, at any time while this Additional Investment Right is outstandingafter the Issuance Date, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (3) transactions to any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for Person other securities, cash or propertythan a wholly owned Subsidiary, or (4iii) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to exchange, in each case as a result of which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, for each share of Common Stock that would have been issuable upon exercise of this Additional Investment RightWarrant immediately prior to the occurrence of such Fundamental Transaction, the same kind and 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder one (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one 1) share of Common Stock (the “Alternate Consideration”); provided, however, that if the Fundamental Transaction is a transaction wherein all of the holders of all of the securities (including the holders of shares of Common Stock) of the Company receive only cash in exchange for all such securities, then the Holder of this Warrant, upon consummation of such Fundamental Transaction, and shall receive an amount of cash (if any) equal to the Company amount which the Holder would have been entitled to receive had this Warrant been exercised in accordance with Section 1(d) hereof immediately prior to such Fundamental Transaction (and, upon receipt by the Holder of any such cash (or, if no such cash is payable, upon the consummation of the Fundamental Transaction), this Warrant shall apportion be deemed canceled). If the Exercise Price among Fundamental Transaction causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Alternate Consideration in a reasonable manner reflecting into which the relative value of any different components Warrants will be exercisable will be deemed to be the weighted average of the Alternate Consideration. If types and amounts of consideration received by the holders of Common Stock are given any choice as that affirmatively make such election. To the extent necessary to effectuate the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and requestforegoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) Successor Entity shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and Warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the exercise such Warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cSection 2(d) and insuring ensuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets to another Person in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of more than 50.1% of the outstanding Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above), or (v) there is a Change of Control (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1a) the Company effects any merger or consolidation of the Company with or into another Person, (2b) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3c) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock Ordinary Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4d) the Company effects any reclassification of the Common Stock Ordinary Shares or any compulsory share exchange pursuant to which the Common Stock is Ordinary Shares are effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock Ordinary Share in such Fundamental Transaction, and the Company (as determined in good faith by the Company’s Board of Directors) shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right Warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 10 and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Note is outstanding, (1a) the Company effects any merger or consolidation of the Company with or into another Person, (2b) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3c) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock Ordinary Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4d) the Company effects any reclassification of the Common Stock Ordinary Shares or any compulsory share exchange pursuant to which the Common Stock is Ordinary Shares are effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise conversion of this Additional Investment RightNote, 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 Exercise Conversion Shares then issuable upon exercise conversion in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder Note (the "“Alternate Consideration"”). For purposes of any such exerciseconversion, the determination of the Exercise Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock Ordinary Share in such Fundamental Transaction, and the Company (as determined in good faith by the Company’s Board of Directors) shall apportion the Exercise Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Note following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right note substantially in the form of this Additional Investment Right Note and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Conversion Price upon exercise conversion thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 7 and insuring that the Additional Investment Right Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is ------------------------- outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. IfAny recapitalization, at any time while this Additional Investment Right is outstandingreorganization, (1) the Company effects any merger or consolidation of the Company with or into another Personreclassification, (2) the Company effects any consolidation, merger, sale of all or substantially all of its the Company’s assets or other transaction, which in one or each case is effected in such a series of related transactions, (3) any tender offer or exchange offer (whether by way that the Company or another Person) is completed pursuant to which holders of Common Stock are permitted entitled to tender receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange their shares for other securitiesCommon Stock is referred to herein as “Organic Change.” Prior to the consummation of any Organic Change, cash or property, or (4) the Company effects any reclassification shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of Warrants representing a majority of the Common Stock or any compulsory share exchange pursuant obtainable upon exercise of all Warrants then outstanding under this series of Warrants) to which insure that each of the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder Holders of Warrants under this Warrant shall thereafter have the right thereafter to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Additional Investment Rightsuch Holder’s Warrant, the same amount and kind such shares of securitiesstock, cash securities or property assets as it would have been entitled to receive upon issued or payable in such Organic Change (if the occurrence of such Fundamental Transaction if it holder had been, exercised this Warrant immediately prior to such Fundamental Transaction, the holder of Organic Change) with respect to or in exchange for the number of Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such Holder’s Warrant had such Organic Change not taken place, including by making appropriate provision (in such Fundamental Transaction, form and substance reasonably satisfactory to the Company shall apportion the Exercise Price among the Alternate Consideration in Holders of Warrants representing a reasonable manner reflecting the relative value of any different components majority of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives obtainable upon any exercise of all Warrants then outstanding under this Additional Investment Right following series of Warrants) with respect to such Fundamental Transaction. At the Holder's option holders’ rights and request, any successor interests to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with insure that the provisions of this paragraph (c) and insuring that Section 8.2 shall thereafter be applicable to the Additional Investment Right (or Warrants. The Company shall not effect any such replacement securityconsolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) will resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Holders of Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding under this series of Warrants), the obligation to deliver to each such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be similarly adjusted upon any subsequent transaction analogous entitled to a Fundamental Transactionacquire.

Fundamental Transactions. If, at any time while this Additional Investment Right Note is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 11(a) above) (in any such case, a "Fundamental FUNDAMENTAL Transaction"), then upon any subsequent conversion of this Note, the Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon exercise of this Additional Investment Rightsuch conversion absent such Fundamental Transaction, the same kind and 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and (the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration"ALTERNATE CONSIDERATION"). If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise conversion of this Additional Investment Right Note following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and Note consistent with the foregoing provisions and evidencing the Holder's right to purchase the convert such Note into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such requestConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is ------------------------ outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to ------------------------ receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). ----------------------- For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right Exchange Warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 2(a) above) (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if it had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Exercise Shares then issuable upon shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise in full contained herein solely for the purpose of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase exercise such warrant into Alternate Consideration. Notwithstanding anything to the Alternate Consideration for contrary, in the aggregate Exercise Price upon exercise thereofevent of a Fundamental Transaction, then the Company or any successor entity shall at the Holder’s option, exercisable at any time concurrently with or within thirty (230) purchase days after the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date consummation of the Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes value of this Warrant as determined in accordance with the remaining unexercised portion Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg using (i) a price per share of this Additional Investment Right on Common Stock equal to the Weighted Average Price of the Common Stock for the Trading Day immediately preceding the date of such request. The terms consummation of any agreement pursuant the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to which the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction is effected shall include terms requiring any such successor and (iii) an expected volatility equal to the lesser of (A) the thirty (30) day volatility obtained from the “HVT” function on Bloomberg determined as of the end of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction or surviving entity to comply with the provisions of this paragraph (cB) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction70%.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 2(a) above) (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise ..of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if it had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Exercise Shares then issuable upon shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise in full contained herein solely for the purpose of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’ s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionConsideration.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to owning more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or affiliated with the Persons making the tender or exchange offer) tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, on a per share basis, 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder this Warrant (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, 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 Exercise Additional Investment Right Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Additional Investment Right will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and additional investment right consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, : (1i) the Company effects any merger or consolidation of the Company with or into another Personperson and the Company is not the surviving party, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personperson) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 3(a) above) (in any such case, a "Fundamental Transaction"“FUNDAMENTAL TRANSACTION”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"“ALTERNATE CONSIDERATION”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At In the Holder's option and requestevent of a Fundamental Transaction, any successor to the Company shall or surviving entity in such Fundamental Transaction shallshall cause the successor or purchasing person, either (1) issue as the case may be, to execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all material assets outside the ordinary course of its assets in one or a series of related transactionsbusiness and such sale is not approved by the Holder, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of at least 50% of the Common Stock are permitted to (excluding any shares held by the Person(s) making such tender or exchange offer) tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above), or (v) there is a Change of Control (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon such exercise in full of the Exercise Warrants issuable hereunder this Warrant (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right following Warrant. The Company shall notify the Holder, in writing, of such Fundamental Transaction at least five (5) days prior to the closing of such Fundamental Transaction (the “Fundamental Transaction Notice”), which written notice shall describe the economic terms of the Fundamental Transaction (including the Alternate Consideration issuable upon exercise of this Warrant). In the event of a Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shallthe successor or purchasing Person, either (1) issue to as the case may be, shall execute with the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any written agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.providing that:

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, in lieu of any other consideration, the same amount and kind of securities, cash or property as it he would have been entitled to receive upon the occurrence of such Fundamental Transaction if it he had been, immediately prior to such Fundamental Transaction, the holder of the number of Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company or its successor or the surviving entity following such Fundamental Transaction shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it he receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right Exchange Warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days seven days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring ensuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of at least 50% of the Common Stock are permitted to (excluding any shares held by the Person(s) making such tender or exchange offer) tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above), or (v) there is a Change of Control (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon such exercise in full of the Exercise Warrants issuable hereunder this Warrant (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant. The Company shall notify the Holder, in writing, of such Fundamental Transaction at least five (5) days prior to the closing of such Fundamental Transaction (the “Fundamental Transaction Notice”), which written notice shall describe the economic terms of the Fundamental Transaction (including the Alternate Consideration issuable upon exercise of this Warrant). The Holder’s right to exercise this Warrant, in connection with a Fundamental Transaction, shall expire if this Warrant is not exercised before the later to occur of (y) the end of the fifth (5th) day following the Holder’s receipt of the Fundamental Transaction Notice and (z) the closing of such Fundamental Transaction. At In connection with any exercise of this Warrant, the Holder's option and request, Holder shall also receive any successor Distributed Property in accordance with Section 9(b) above. Notwithstanding the foregoing paragraph or anything contained herein to the contrary, at the request of the Holder delivered on or before the later to occur of (y) the end of the fifth (5th) day following Holder’s receipt of the Fundamental Transaction Notice and (z) the closing of the Fundamental Transaction, the Company (or any such successor or surviving entity in such Fundamental Transaction shall, either (1entity) issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and consistent with the foregoing provisions and evidencing the Holder's right to will purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction)request, equal to the Black sum of (1) the greater of (A) the Original Issuance Value (as such term is defined in Exhibit A) in respect of the remaining unexercised portion of this Warrant and (B) the Black-Scholes value of the remaining unexercised portion of this Additional Investment Right on Warrant through the date of such request. The terms consummation of the Fundamental Transaction, without regard to any agreement pursuant limitations on the exercise hereof (including the inability of the Holder to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with exercise the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to Warrant following a Fundamental Transaction) and as determined in accordance with Exhibit A attached hereto and (2) any Distributed Property in accordance with Section 9(b) above.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or (2any such successor or surviving entity) will purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms As used in this Agreement, "CHANGE OF CONTROL" means the occurrence of any agreement pursuant to of (i) an acquisition after the date hereof by any Person or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of more than 50% of the voting rights or equity interests in the Company, (ii) a replacement of more than one-half of the members of the Company's board of directors over a two-year period from the directors who constituted the Board of Directors at the beginning of such period, which a Fundamental Transaction is effected replacement shall include terms requiring any not have been approved by the Board of Directors as so constituted at the beginning of such successor period or surviving entity to comply with (a) by directors whose nomination for election by the provisions stockholders of this paragraph the Company was approved by such Board of Directors or (b) by directors elected by such Board of Directors or (c) and insuring by directors approved in the same manner as (a) or (b) above that were nominated or elected by directors approved as set forth in (a) or (b) above, (iii) a merger or consolidation of the Additional Investment Right (Company or any Subsidiary or a sale of more than 50% of the assets of the Company in one or a series of related transactions, unless following such replacement securitytransactions or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least two-thirds of the voting rights and equity interests in of the surviving entity or acquirer of such assets, or (iv) will be similarly adjusted upon the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any subsequent transaction analogous to a Fundamental Transactionof the events set forth above in (i), (ii) or (iii).

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personcompany, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Personcompany or person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise in full of this Additional Investment RightWarrant, 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 Exercise Shares Common Stock then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's ’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this paragraph (cSection 4(e) and insuring shall insure that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1outstanding,(1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company Company, directly or indirectly, in one or more related transactions, effects any merger or consolidation of the Company with or into another Person, (2ii) the Company Company, directly or indirectly, effects any sale sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another company or Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property, or (4iv) the Company Company, directly or indirectly, in one or more related transactions, effects any reclassification reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property or (v) the Company, directly or indirectly, in any such caseone or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a "reorganization or recapitalization) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Stock (each, a “Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Shares Common Stock then issuable upon exercise in full of this Additional Investment Right and Warrant, without regard to any limitation in Section 2(e)(iv) or 2(f) on the number exercise of this Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option ’s sole discretion and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right New Warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this paragraph (cSection 3(b) and insuring shall insure that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Person, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the The aggregate Exercise Price shall for this Warrant will not be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in affected by any such Fundamental Transaction, and but the Company shall apportion the such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At In addition, at the Holder's option and ’s request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or (2any such successor or surviving entity) will purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days trading days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms As used in this Warrant, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof by any Person or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of more than one-third of the voting rights or equity interests in the Company, (ii) a replacement of more than one-half of the members of the Company’s board of directors that is not approved by those individuals who are member of the board of directors on the date hereof in one or a series of related transactions, (iii) a merger or consolidation of the Company or any subsidiary or a sale of more than one-third of the assets of the Company in one or a series of related transactions, unless following such transactions or series of transactions, the holders of the Company’s securities prior to the first such transaction continue to hold at least two-thirds of the voting rights and equity interests in of the surviving entity or acquirer of such assets, or (iv) the execution by the Company of an agreement pursuant to which the Company is a Fundamental Transaction party or by which it is effected shall include terms requiring bound, providing for any such successor of the events set forth above in (i), (ii) or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactioniii).

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental TransactionFUNDAMENTAL TRANSACTION"), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate ConsiderationALTERNATE CONSIDERATION"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At the Holder's option and request, If any successor to the Company or surviving entity in such Fundamental Transaction shallshall fail to issue, either (1) issue not later than the earlier of 15 days after consummation of such Fundamental Transaction or three days after written request therefor by the Holder, to the Holder a new Additional Investment Right warrant substantially in the form of this Additional Investment Right Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, then the Holder shall have the right to require such successor or (2) surviving entity to purchase the Additional Investment Right Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction)request, equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (cb) and insuring that the Additional Investment Right Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Personperson or entity, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer approved or authorized by the Board of Directors of the Company (whether by the Company or another Personperson or entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "“Fundamental Transaction"”), then the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment RightWarrant, 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 Exercise Warrant Shares then issuable upon exercise in full of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "“Alternate Consideration"”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's holder’s right to purchase exercise such warrant into Alternate Consideration; provided that this Warrant shall have been cancelled or amended to the Alternate Consideration for extent such cancellation or amendment is necessary so that such new warrant does not unjustly or disproportionately enrich the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date holder of the Fundamental Transaction), equal new warrant relative to the Black Scholes value a holder of the remaining unexercised portion number of Shares for which this Additional Investment Right on the date of Warrant is exercisable immediately prior to such requestevent. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) Section 12 and insuring that the Additional Investment Right this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding the foregoing, upon a Fundamental Transaction a reverse stock split or other reclassification of the common stock that results in conversion or exchange of the common stock solely for other securities of the Company, at the written request of the Holder delivered before the 10th trading day after such Fundamental Transaction, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within five days after such request, cash in an amount equal to the Black-Scholes Value (as defined below) of the remaining unexercised portion of this Warrant. “Black-Scholes Value” means the value of the unexercised portion of this Warrant calculated using the Black-Scholes Option Pricing Model determined as of the trading day immediately prior to consummation of the applicable Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the trading day immediately prior to consummation of the applicable Fundamental Transaction and (ii) an expected volatility equal to the 100 day historical price volatility obtained from the HVT function on Bloomberg as of the trading day immediately prior to the public announcement of the applicable Fundamental Transaction., capped at (A) until and including the seventh anniversary of the Initial Exercise Date, 100% and (B) thereafter, 60%.

Fundamental Transactions. If, at any time while this Additional Investment Right Warrant is outstanding, (1i) the Company effects any merger or consolidation of the Company with or into another Personentity and the Company is not the surviving entity, (2ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3iii) any tender offer or exchange offer (whether by the Company or by another Personindividual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property, property or (4iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 2(a) above) (in any such case, a "“Fundamental Transaction"”), then then, upon any subsequent exercise ...of this Warrant, the Holder shall have the right thereafter to receive, upon exercise of this Additional Investment Right, the same amount and kind of securities, cash or property as it would have been entitled to receive the number of shares of Common Stock of the successor or acquiring corporation or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon the occurrence or as a result of such Fundamental Transaction if it had beenreorganization, immediately prior to such Fundamental Transactionreclassification, the merger, consolidation or disposition of assets by a holder of the number of Exercise Shares then issuable upon shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise in full contained herein solely for the purpose of this Additional Investment Right and the number of Warrant Shares then issuable upon exercise in full of the Exercise Warrants issuable hereunder (the "Alternate Consideration"such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Additional Investment Right Warrant following such Fundamental Transaction. At To the Holder's option and requestextent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) shall issue to the Holder a new Additional Investment Right substantially in the form of this Additional Investment Right and warrant consistent with the foregoing provisions and evidencing the Holder's ’ s right to purchase the exercise such warrant into Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionConsideration.

Fundamental Transactions. If, If and whenever at any time while this Additional Investment Right during the Adjustment Period, there is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any compulsory share exchange pursuant other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to which any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Common Stock is effectively converted into or exchanged for other securities, cash or property (in any Shares that prior to such case, a "Fundamental Transaction"), then effective date the Holder shall Registered Warrantholder would have the right thereafter been entitled to receive, upon exercise the number of this Additional Investment Right, the same amount and kind of securities, cash shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as it the case may be, that such Registered Warrantholder would have been entitled to receive upon on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the occurrence of such Fundamental Transaction if it had beeneffective date thereof, immediately prior to such Fundamental Transactionas the case may be, the Registered Warrantholder had been the registered holder of the number of Exercise Common Shares then issuable to which prior to such effective date it was entitled to acquire upon the exercise in full of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Additional Investment Right and Section 4.1(d), the number of Warrant Shares then issuable upon exercise in full Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the Exercise Warrants issuable hereunder (provisions set forth in this Indenture with respect to the "Alternate Consideration"). For purposes of any such exercise, the determination rights and interests thereafter of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as Registered Warrantholders to the securitiesend that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, cash as nearly as may reasonably be, with respect to any shares, other securities or property to be received in which a Fundamental Transaction, then Registered Warrantholder is entitled on the Holder exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be given the same choice as a supplemental indenture entered into pursuant to the Alternate Consideration it receives upon any exercise provisions of this Additional Investment Right following such Fundamental TransactionArticle 8 hereof. At Any indenture entered into between the Holder's option and requestCorporation, any successor to the Company Corporation or surviving such purchasing body corporate, partnership, trust or other entity in such Fundamental Transaction shall, either (1) issue and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the Holder a new Additional Investment Right substantially adjustments provided in the form of this Additional Investment Right Section 4.1 and consistent with the foregoing provisions and evidencing the Holder's right which shall apply to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofsuccessive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or (2) purchase the Additional Investment Right from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Additional Investment Right on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that the Additional Investment Right (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.conveyances.‌