Common use of Fundamental Transactions Clause in Contracts

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Ordinary Shares (including any Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Ordinary Shares (including any Ordinary Shares underlying ADSs), (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalizationreorganization or recapitalization that requires the approval of the shareholders of the Company, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs, but not including any Ordinary Shares or ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it for each Ordinary Share represented by each Warrant ADS that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares represented by each Warrant ADS for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 Ordinary Share or ADS, as applicable, 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 Ordinary Shares or ADSs 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash and obligations of the Company provides for under this Warrant in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the Ordinary Shares represented by each Warrant ADS 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 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 Ordinary Shares or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may be entitled to receiveSuccessor Entity shall succeed to, and be substituted for (so that from and after the other obligations under this Warrant. The date of such Fundamental Transaction, the provisions of this paragraph (c) Warrant referring to the “Company” shall similarly apply refer instead to subsequent transactions analogous the Successor Entity), and may exercise every right and power of a Fundamental Transaction typethe Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationsurvivor, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of for other securities, cash or property and would result in the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintaintender offer or exchange offer owning less than a majority of the outstanding stock after such tender offer or exchange offer, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding the Company shall, directly or indirectly, in one or more related transactions, (i) the Company effects effect any merger or consolidation of the Company with or into another Person, Person in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to the effective date of such merger or consolidation do not own, directly or indirectly, at least 50transaction own less than 66 2/3% of the issued and outstanding voting power rights and equity interests of the surviving entity immediately after corporation following the date of such merger or consolidationtransaction, (ii) the Company effects effect any sale to another Person of all 30% or substantially all more of its assets in one transaction or a series of related transactions, (iii) pursuant to engage in any tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Person, as applicable, accepts such tender for paymentproperty, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a effect any reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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), (v) engage in an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) under the Exchange Act) of more than one-third of the voting rights or equity interests in the Company, (vi) replace more than one-half of the members of the Company's board of directors that is not approved by those individuals who are members of the board of directors on the date hereof (or other directors previously approved by such individuals); (vii) engage in a recapitalization, reorganization or other transaction involving the Company or any Subsidiary that constitutes or results in a transfer of more than one-half of the voting rights or equity interests in the Company; (viii) consummate a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act with respect to the Company, or (ix) execute (or its controlling shareholders execute) of an agreement providing for or reasonably likely to result in any of the foregoing events (in any such case, a “"Fundamental Transaction”"), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, at the option of the Holder, (a) upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive receive, upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “"Alternate Consideration”") or (b) cash within five Trading Days after such election (or, if later, on the effective date of the Fundamental Transaction), equal to the Black-Scholes value of the remaining then unexercised portion of this Warrant on the date of such election. The 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 not effect any Fundamental Transaction in which apportion the Company is not the surviving entity or Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) any different components of the Alternate Consideration. The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration is solely 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 and or property to be received in a Fundamental Transaction, then the Company provides for Holder shall be given the simultaneous “cashless exercise” same choice as to the Alternate Consideration it receives upon any exercise of this Warrant pursuant to Section 10 below following such Fundamental Transaction. In the event of a Fundamental Transaction, the Company or (ii) prior to the successor or simultaneously purchasing Person, as the case may be, shall execute with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver Holder a written agreement in form and substance reasonably satisfactory to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.providing that:

Fundamental Transactions. If, at any time while this Warrant is the Warrants are outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which or the stockholders shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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) 4.1.1 above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number Number of Warrant Shares then issuable upon exercise (in full the case of this clause (iii) above, assuming it had tendered, and the offeror had accepted, such Warrant without regard to any limitations on exercise contained herein Shares) (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(d) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 ADS 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 ADSs 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 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 ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Ordinary Shares and ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company outstanding Ordinary Shares and the Company or such other Person, as applicable, accepts such tender for paymentADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or ADSs or any compulsory share exchange pursuant to which the Ordinary Shares or ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares or ADSs (not including any Ordinary Shares or ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of Ordinary Shares or ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 Ordinary Shares 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 Ordinary Shares or ADSs 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Alternate Consideration includes securities ADSs acquirable and receivable upon exercise of another Person unless this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, 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 Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such 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 consummation of such Fundamental Transaction) which required no additional consideration upon exercise, and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, 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 and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction occurs, pursuant to the terms of this Section 3(d), the Holder shall not be entitled to receive more than one of (i) the Alternate Consideration is solely cash and consideration receivable as a result of such Fundamental Transaction by a holder of the Company provides number of Ordinary Shares for the simultaneous “cashless exercise” of which this Warrant pursuant is exercisable immediately prior to Section 10 below such Fundamental Transaction, or (ii) prior to or simultaneously with the consummation thereof, any successor to assumption by the Company, surviving entity or other Person (including any purchaser Successor Entity of assets all of the Company) shall assume obligations of the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, Company under this Warrant and the other obligations under option to receive a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding shares of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of for other securities, cash or property and would result in the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintaintender offer or exchange offer owning less than a majority of the outstanding shares after such tender offer or exchange offer, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”); provided, however, that such limitations on exercise shall continue to apply upon the occurrence of such Fundamental Transaction. The Company shall not enter into or be party to a Fundamental Transaction without the written consent of Holder. The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (cd) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) 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, in which the Company is not the surviving entity and in which 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 power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company Company, directly or indirectly, effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by holders of 50% or more of the voting power of the capital stock of the Company and the Company outstanding Common Stock, or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a8(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. Notwithstanding the foregoing, in the event of a Fundamental Transaction, other than one in which a Successor Entity that is a publicly traded corporation (whose stock is quoted or listed for trading on a national securities exchange, including, but not limited to, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market) assumes this Warrant such that the Warrant shall be exercisable for the publicly traded common stock of such Successor Entity, at the request of the Holder delivered before the thirtieth (30th) 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 (5) Business Days after such request (or, if later, on the effective date of the Fundamental Transaction), an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the effective date of such Fundamental Transaction, payable in cash; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) If the Company effects any merger enters into or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or becomes a series of related transactions, (iii) pursuant party to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder registered holder shall have the right thereafter to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein in the Warrant (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person (including any purchaser of assets of the Company) shall assume the Warrant and the obligation to deliver to the Holder registered holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder registered holder may be entitled to receive, and the other obligations under this the Warrant. The provisions “Fundamental Transactions” means that (i) the Company or any of this paragraph its Subsidiaries shall, directly or indirectly, in one or more related transactions, (c1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other person unless immediately following the closing of such transaction or series of related transactions the persons holding more than 50% of the voting stock of the Company prior to such closing continue to hold more than 50% of the voting stock of the Company following such closing or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person, or (3) assist any other person in making a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the person or persons making or party to, or associated or affiliated with the persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or scheme of arrangement) with any other person whereby such other person acquires more than 50% of the outstanding shares of voting Stock of the Company (not including any shares of voting stock of the Company held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) excluding any equity financing transaction in which shares of voting stock are issued, or (5) (I) reorganize, recapitalize or reclassify the Common Stock, (II) effect or consummate a stock combination, reverse stock split or other similar transaction involving the Common Stock or (III) make any public announcement or disclosure with respect to any stock combination, reverse stock split or other similar transaction involving the Common Stock (including, without limitation, any public announcement or disclosure of (x) any potential, possible or actual stock combination, reverse stock split or other similar transaction involving the Common Stock or (y) board or stockholder approval thereof, or the intention of the Company to seek board or stockholder approval of any stock combination, reverse stock split or other similar transaction involving the Common Stock), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) is or shall similarly apply to subsequent transactions analogous become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a Fundamental Transaction type50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company.

Fundamental Transactions. If, at any time while this Warrant is the Warrants are outstanding (i) the Company effects any merger merger, amalgamation or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which or the stockholders shareholders of the Company immediately prior to such merger merger, amalgamation or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger merger, amalgamation or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer offer, take-over bid or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 shares of Common Stock Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this the Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownany Subsidiary, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Shares are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Shares, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding Common Shares (not including any Common Shares held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 1(f) on the exercise contained herein of this Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1(f) on the exercise of this Warrant). 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 Common Share 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 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that (i) if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion) for the purchase of this Warrant, at the value per share of common stock, par value $0.0001 per share, (“Common Stock”) in the Fundamental Transaction for each Warrant Share underlying the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; and (ii) for purposes of clarification, Holder shall not be required to exercise the Warrant or pay the exercise price thereof in order to receive such consideration. “Black Scholes Value” means the 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 Expiration Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction, (D) a zero cost of borrow and (E) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other transaction documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 4(b) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the Common Shares 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 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 Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other transaction documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeWarrant and the other transaction documents with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of for other securities, cash or property and would result in the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintaintender offer or exchange offer owning less than a majority of the outstanding stock after such tender offer or exchange offer, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (cb) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownany Subsidiary, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power outstanding shares of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentCommon Stock, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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, 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 as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the holder determination of the number Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Warrant Shares 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 issuable the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise in full of this Warrant without regard following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any limitations Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on exercise contained herein the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “Alternate ConsiderationOV” 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 4(b) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other transaction documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 4(b) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) 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 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 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other transaction documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeWarrant and the other transaction documents with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. (a) If, at any time while this Warrant Note is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its assets subsidiaries, taken as a whole, to any Person other than one of the Company’s subsidiaries in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing for other securities, cash or property and has been accepted by the holders of fifty percent (50%) or more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company Company, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Common Stock (other than changes resulting from a subdivision or combination thereof) or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the fifty percent (50% %) of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, upon exercise for each share of this Warrant, 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 (without regard to any limitation in Section 3.3 on the conversion of this Note), 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 as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.3 on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Rate 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 in such Fundamental Transaction, and the Company shall apportion the Conversion Rate 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 conversion of this Note following such Fundamental Transaction. The Company shall cause the Successor Entity to assume in writing all of the obligations of the Company under this Note, the other Transaction Documents, and any document ancillary hereto or thereto, pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by such Holders (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its Parent Entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion rate which applies the holder Conversion Rate 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 number of Warrant Shares then issuable upon exercise in full shares of capital stock and such conversion rate being for the purpose of protecting the economic value of this Warrant without regard Note immediately prior to any limitations on exercise contained herein the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. At and after the effective time of such Fundamental Transaction, (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (iA) the Alternate Consideration is solely cash and Holder shall continue to have the Company provides for right to determine the simultaneous “cashless exercise” form of this Warrant pursuant consideration to Section 10 below be paid or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, delivered in accordance with Section 3.4, (B)(1) any amount payable in cash upon conversion of this Note in accordance with Section 3 shall continue to be payable in cash, (2) any shares of Common Stock that the foregoing provisionsCompany would have been required to deliver upon conversion of this Note in accordance with Section 3 shall instead be deliverable in the corresponding amount of Alternate Consideration that a holder of that number of shares of Common Stock would have received in such Fundamental Transaction and (3) the Closing Sale Price for the purposes Section 3.4 shall be calculated based on the value of such Alternate Consideration; provided that, if shares of capital stock of the relevant Successor Entity (or its Parent Entity) are not then traded on any securities exchange or trading market, the Holder may Closing Sale Price for the purposes Section 3.4 shall be entitled deemed to receivebe the greater of the per share price of the capital stock of such Successor Entity (or its Parent Entity) (I) as determined at the time of such Fundamental Transaction and (II) as determined by the latest transaction or series of related transactions pursuant to which such Successor Entity (or its Parent Entity) issues and sells shares of its capital stock (including securities convertible or exchangeable into shares of such capital stock) with the principal purpose of raising capital. Upon the occurrence of any such Fundamental Transaction, 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 Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Note and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for not including any such transaction in which the stockholders shares of the Company immediately prior to Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such transaction maintain, stock or share purchase agreement or other business combination and excluding shares acquired upon conversion of any currently outstanding convertible securities in substantially accordance with the same proportions, terms thereof as in effect on the voting power of such Person immediately after the transactiondate hereof) or (v) 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 the Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of the Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result 50% of a subdivision or combination of shares of the outstanding Common Stock covered (not including any Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant Shares that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(d) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and 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 for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d) on the exercise of this Warrant). 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Ordinary Shares (including any Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Ordinary Shares (including any Ordinary Shares underlying ADSs), (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalizationreorganization or recapitalization that requires the approval of the shareholders of the Company, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs, but not including any Ordinary Shares or ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it for each Ordinary Share represented by each Warrant ADS that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares represented by each Warrant ADS for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 Ordinary Share or ADS, as applicable, 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 Ordinary Shares or ADSs 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash and obligations of the Company provides for under this Warrant in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or (ii) written agreements prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the Ordinary Shares represented by each Warrant ADS acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, in accordance and with an exercise price which applies the foregoing provisionsexercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such 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 consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Holder may be entitled to receiveSuccessor Entity shall succeed to, and be substituted for (so that from and after the other obligations under this Warrant. The date of such Fundamental Transaction, the provisions of this paragraph (c) Warrant referring to the “Company” shall similarly apply refer instead to subsequent transactions analogous the Successor Entity), and may exercise every right and power of a Fundamental Transaction typethe Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares and ADSs are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger merger, amalgamation or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital stock tender shares representing more than 50% of the voting power of the share capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the share capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or ), (v) 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 (other than as a result of a subdivision or combination of shares of Common Stock Ordinary Shares covered by Section 9(a) above) or (vi) the Company effects any other event or transaction similar to the foregoing (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receivethen, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately at least ten (10) Trading Days prior to the consummation of such Fundamental Transaction, the holder of Company shall provide written notice to the number of Warrant Shares then issuable upon exercise in full of Holder, and if this Warrant is not fully exercised prior to the consummation of such Fundamental Transaction, then this Warrant may be exercised pursuant to the provisions of Section 4(b) hereof immediately prior to the consummation of such Fundamental Transaction, without regard giving effect to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction beneficial ownership limitation set forth in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type11 hereof.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result 50% of a subdivision or combination of shares of the outstanding Common Stock covered (not including any Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant Shares that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 3(e) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and 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 for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(e) on the exercise of this Warrant). 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (cd) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this any Warrant is outstanding outstanding, (i) 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, in which Person (other than a merger solely for the Company is not purpose of changing the surviving entity and in which the stockholders Company’s domicile to another state of the Company immediately prior United States or solely with respect to such merger or consolidation do not owna name change of the Company), (ii) the Company, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 (other than as a result reclassification in which the Company’s stockholders remain the same), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of a subdivision arrangement) with another Person or combination group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of the applicable Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (without regard to any limitations limitation in Sections 5(a) and 5(b) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and 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 for which the applicable Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Sections 5(a) and 5(b) on the exercise of this Warrant). The 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 not effect any Fundamental Transaction in which apportion the Company is not the surviving entity or Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this its Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder following such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, any of the following occur in one or a series of related transactions: (i) an acquisition after the Company effects Closing Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1), other than any Purchaser, under the Exchange Act) of fifty percent (50%) or more of the voting rights or voting equity interests in the Corporation; (ii) Continuing Directors cease to constitute more than one-half (1/2) of the members of the Board, other than in accordance with Sections 8 or 9(c) of the Certificate of Designations and/or the Side Letter; (iii) a merger or consolidation of the Company with Corporation or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger any Significant Subsidiary or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any a sale to another Person of all or substantially all of its the assets in one of the Corporation or any Significant Subsidiary, unless immediately following such transaction or a series of related transactions, the holders of the Corporation’s securities immediately prior to the first such transaction continue to hold at least one-half (iii1/2) pursuant of the voting rights or voting equity interests in of the surviving entity or acquirer of such assets; (iv) a recapitalization, reorganization or other similar transaction involving the Corporation or any Significant Subsidiary that constitutes or results in a transfer of more than one-half of the voting rights or voting equity interests in the Corporation; (v) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Corporation; (vi) any tender offer or exchange offer (whether by the Company Corporation or another Person), other than any Purchaser) is completed pursuant to which holders of capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% for other securities, cash or property and as a result of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company Persons who own Common Stock immediately prior to such transaction maintain, in substantially the same proportions, the voting power launch of such Person tender offer or exchange offer do not own a majority of the outstanding equity interests of the Corporation, directly or indirectly, immediately after the transaction) or consummation thereof; (vvii) 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 property; or (other than as a result viii) the execution by the Corporation of a subdivision an agreement directly or combination indirectly providing for any of shares of Common Stock covered by Section 9(a) above) the foregoing events (in any such case, a “Fundamental Transaction”) (provided that no action taken for the purpose of changing the Corporation’s jurisdiction of incorporation pursuant to Section 4.19 of the Purchase Agreement or otherwise specifically contemplated by Section 4.19 or Section 4.20 of the Purchase Agreement for the purposes set forth therein shall constitute a Fundamental Transaction), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or apportion such aggregate Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with following such Fundamental Transaction. In the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous event of a Fundamental Transaction type.Transaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that:

Fundamental Transactions. If, at any time while this Warrant is outstanding If (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 5050.1% of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person sale, lease, assignment, transfer, conveyance or other distribution of all or substantially all of its assets is acquired by a third party, in each case, in one transaction or a series of related transactions, (iii) pursuant to any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which at least a majority of the holders of capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Person, as applicable, accepts such tender for paymentproperty, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (includingindirectly, without limitationin one or more related transactions, a effects any reorganization, recapitalization, spin-off recapitalization or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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(a4.1 above), or (v) abovethe Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder registered holder shall have the right thereafter to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein in the Warrant (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder registered holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder registered holder may be entitled to receive, and the other obligations under this the Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 shares of Common Stock Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, Person in which the Company is not the surviving entity and in which or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% a majority of the outstanding voting power securities of the surviving entity immediately after such merger or consolidationSuccessor Entity, (ii) the Company Company, directly or indirectly, effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which the holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than 50% for other securities, cash or property and has been accepted by the holders of a majority of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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, at the option of the Holder, the number of shares of Common Stock of the Successor Entity, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction if it had been, by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the holder determination of the number Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Warrant Shares 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 issuable the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise in full of this Warrant without regard following such Fundamental Transaction. Notwithstanding anything to any limitations on exercise contained herein (the “Alternate Consideration”contrary in this Section 2(b). The Company shall not effect any , in the event of a Fundamental Transaction in which the Company is not Company’s shareholders receive, as consideration for the surviving entity or the Alternate Consideration includes transaction, primarily securities of another Person unless (i) the Alternate Consideration Successor Entity, other than a transaction in which a Successor Entity that is solely cash and a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Company provides Warrant shall be exercisable for the simultaneous “cashless exercise” publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the 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 the remaining unexercised portion of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with on the date of the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is the Warrants are outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity survivor and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50% %) of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets or at least a majority of its Common Stock is acquired by a third party, in each case, in one transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to thereafter receive, upon exercise of this any Warrant, in lieu of any Warrant Shares, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this such Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect affect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this any Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Personentity, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), person or entity) is completed pursuant to which holders of capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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) 7 above) (in any such caseeach, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property property, as it applicable, as the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if it the Holder had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Exercise Shares then issuable upon exercise in full of such Warrant. Following any transaction contemplated by this Section 9, the term Exercise Shares shall be deemed to refer to the shares for which this Warrant without regard is thereafter exercisable in accordance with the provisions hereof. In addition, if holders of Common Stock are given a choice as to the securities, cash, or property to be received in a Fundamental Transaction (including a right to elect to receive any limitations on particular one or combination of more than one of the foregoing), then the Holder shall be given the same choice of consideration upon any exercise contained herein (of this Warrant following such Fundamental Transaction, which choice of consideration can be made at the “Alternate Consideration”)time of exercise at any time prior to the expiration of the Exercise Period. The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any thereof the successor to the Company, surviving entity or corporation (if other Person (including any purchaser of assets of than the Company) resulting from such Fundamental Transaction shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other Company’s obligations under this Warranthereunder. The provisions of this paragraph (c) Section 9 shall similarly apply to subsequent transactions analogous of a successive Fundamental Transaction typeTransactions.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, Person in which the Company is not the surviving entity and in which or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% a majority of the outstanding voting power securities of the surviving entity immediately after such merger or consolidationSuccessor Entity, (ii) the Company Company, directly or indirectly, effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which the holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than 50% for other securities, cash or property and has been accepted by the holders of a majority of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the Holder, the number of Warrant Shares then issuable upon exercise in full shares of this Warrant without regard to Common Stock of the Successor Entity, and any limitations on exercise contained herein additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Sections 1(g) of this Warrant). The 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 not effect 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary in this Section 2(b), in the event of a Fundamental Transaction in which the Company is not Company’s shareholders receive, as consideration for the surviving entity or the Alternate Consideration includes transaction, primarily securities of another Person unless (i) the Alternate Consideration Successor Entity, other than a transaction in which a Successor Entity that is solely cash and a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Company provides Warrant shall be exercisable for the simultaneous “cashless exercise” publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the 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 the remaining unexercised portion of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with on the date of the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale sale, transfer or disposition to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (cd) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. (1) If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which (whether or not the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationcorporation) another Person, (ii) the Company effects any sale to another Person sale, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions; provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company's assets as collateral shall not be deemed a Fundamental Transaction (as such term is hereinafter defined) hereunder, (iii) pursuant the Company allows another Person to any make a purchase, tender offer or exchange offer (whether that is not contested by the Company or another Person), and is accepted by the holders of capital stock tender shares representing more than the 50% of either the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital stock of Person or Persons making or party to, or associated or affiliated with the Company and the Company Persons making or party to, such other Personpurchase, as applicable, accepts such tender for paymentor exchange offer), (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainpurchase agreement or other business combination), in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or apportion such aggregate Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with following such Fundamental Transaction. At the consummation thereofHolder’s request, any successor to the Company, Company or surviving entity or other Person (including any purchaser of assets of the Company) in such Fundamental Transaction shall assume the obligation to deliver issue to the Holder such Alternate Consideration as, in accordance a new warrant consistent with the foregoing provisions, provisions and evidencing the Holder may be entitled Holder’s right to receive, and purchase the other obligations under this WarrantAlternate 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 (cd) shall and insuring that the Warrant (or any such replacement security) will be similarly apply adjusted upon any subsequent transaction analogous to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. (1) If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which (whether or not the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationcorporation) another Person, (ii) the Company effects any sale to another Person sale, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions; provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company's assets as collateral shall not be deemed a Fundamental Transaction hereunder, (iii) pursuant allow another Person to any make a purchase, tender offer or exchange offer (whether that is accepted by the Company or another Person), holders of capital stock tender shares representing more than the 50% of either the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital stock of Person or Persons making or party to, or associated or affiliated with the Company and the Company Persons making or party to, such other Personpurchase, as applicable, accepts such tender for paymentor exchange offer), (iv) the Company consummates consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainpurchase agreement or other business combination), in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or apportion such aggregate Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with following such Fundamental Transaction. At the consummation thereofHolder’s request, any successor to the Company, Company or surviving entity or other Person (including any purchaser of assets of the Company) in such Fundamental Transaction shall assume the obligation to deliver issue to the Holder such Alternate Consideration as, in accordance a new warrant consistent with the foregoing provisions, provisions and evidencing the Holder may be entitled Holder’s right to receive, and purchase the other obligations under this WarrantAlternate 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 (cd) shall and insuring that the Warrant (or any such replacement security) will be similarly apply adjusted upon any subsequent transaction analogous to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is issued and outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) ); or (v) the Company effects any reclassification of the shares of Class A Common Stock or any compulsory share exchange pursuant to which the shares of Class A Common Stock is are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Class A Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or to, simultaneously with or promptly following the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of shares of Class A Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownany Subsidiary, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock common equity of the Company and the Company or such other Person, as applicable, accepts such tender for paymentCompany, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of the capital stock common equity of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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, 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 as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the holder determination of the number Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Warrant Shares 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 issuable the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise in full of this Warrant without regard following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any limitations Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on exercise contained herein the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “Alternate ConsiderationOV” 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 4(b) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other transaction documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 4(b) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) 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 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 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other transaction documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeWarrant and the other transaction documents with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger directly, or consolidation indirectly, through subsidiaries, Affiliates or otherwise, in one or more related transactions, (1) consolidates or merges with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (2) sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of the properties or assets of the Company with or into another Personany of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, in which or (3) makes, or allows one or more Subject Entities to make, or allows the Company to be subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is not accepted by the surviving entity and in which the stockholders holders of at least either (x) 50% of the Company immediately prior to outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such merger purchase, tender or consolidation do exchange offer were not ownoutstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, directly or indirectlyAffiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the voting power outstanding shares of the surviving entity immediately after such merger Common Stock, or consolidation, (ii4) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person one or more Subject Entities whereby all such other Person acquires more than Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the voting power outstanding shares of Common Stock, (y) at least 50% of the capital outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the Company (except for any such transaction in which the stockholders outstanding shares of the Company immediately prior to such transaction maintainCommon Stock, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v5) the Company effects any reclassification reorganizes, recapitalizes or reclassifies its shares 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), (ii) the Company directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allows any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock without approval of the stockholders of the Company or (iii) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, there is an issuance by the Company or the Company enters into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (ix) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below below, or (iiy) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (cSection 9(c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is issued and outstanding (i) the Company effects any amalgamation, merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to such amalgamation, merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such amalgamation, merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital stock tender shares representing more than 50% of the voting power of the capital stock shares of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock shares of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 shares of Common Stock Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The ​ Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which the Company is not the surviving entity and in which the stockholders Person or group of Persons whereby such other Person or group acquires more than 50% of the Company immediately prior to such merger or consolidation do not ownoutstanding Ordinary Shares, (ii) the Company, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Ordinary Shares are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Ordinary Shares, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property (other than any such transaction effected solely for the purpose of changing the Company’s jurisdiction of incorporation), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares (not including any Ordinary Shares held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 1(f) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of Ordinary Shares of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1(f) on the exercise of this Warrant). 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 Ordinary Share 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 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 4(b) pursuant to Section 10 below or (ii) customary written agreements prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the Ordinary Shares 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 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 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction type.Documents with the same effect as if such Successor Entity had been named as the Company herein

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which survivor or the stockholders of the Company Company, immediately prior to such merger or consolidation consolidation, do not own, directly or indirectly, at least 50% of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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(a4.1 below) (any such case or event specified in clauses (i) through (iv) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale sale, transfer or disposition to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) (the “Successor Entity”) shall assume in writing the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. In addition, in the case of clause (ii), the Successor Entity shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for the Alternate Consideration, and with an exercise price which applies the exercise price hereunder to such Alternate Consideration (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 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 consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, 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 and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of Common Stock consists solely of cash, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding the Warrants are outstanding, (i) the Company Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Personperson, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), person) is completed pursuant to which holders of capital stock Ordinary Shares are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Ordinary Shares, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person person or group of persons whereby such other Person person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares (not including any Ordinary Shares held by the capital other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such caseeach, a “Fundamental Transaction”), then following then, upon any subsequent exercise of a Warrant, the Registered Holder of such Fundamental Transaction the Holder Warrant shall have the right be entitled to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it for each Ordinary Share that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (without regard to any limitations limitation in Section 3.4 on the exercise contained herein of the Warrants), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) which, in all cases, was received as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which a Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.4 on the exercise of the Warrants). If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then each Registered Holder shall be given the same choice. Notwithstanding anything to the contrary, (a) if the holders of Ordinary Shares received, as a result of such Fundamental Transaction, a consideration or Alternate Consideration (whether from the Company or from any other person, and whether such consideration or Alternate Consideration is comprised of cash, securities or other property) (such consideration attributed to one Ordinary Share: the "Fundamental Transaction Consideration Per Ordinary Share") with respect to some but not all of their Ordinary Shares (including in the event that they have tendered only some of the Ordinary Shares which such shareholders have initially requested to tender) then, upon any subsequent exercise of a Warrant, the Registered Holder of such Warrant shall be entitled to receive such consideration on a pro-rata basis, based on the number of Ordinary Shares underlying its Warrant; and (b) in the event that the Fundamental Transaction Consideration Per Ordinary Share paid as a result of such Fundamental Transaction is paid by the Successor Entity (as defined below) or by any other person other than the Company, then such Successor Entity or the other person shall assume and be responsible to pay the Fundamental Transaction Consideration Per Ordinary Share upon any subsequent exercise of a Warrant. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all obligations of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this under each Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph Section 4.4 pursuant to agreements in form and substance reasonably satisfactory to the Registered Holders and approved by the Registered Holder (cwithout unreasonable delay) shall similarly apply prior to subsequent transactions analogous of a such Fundamental Transaction typeand shall, at the option of each Registered Holder, deliver to such Registered Holder in exchange for such Registered Holder’s Warrant a written instrument substantially similar in form and substance to such Registered Holder’s Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of such Warrant (without regard to the limitations on exercise set forth in Section 3.4) prior to such Fundamental Transaction, 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 Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, 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 Agreement and each Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Agreement and each Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in (A) whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such merger or consolidation), or (B) pursuant to which the Company is not the surviving entity and in corporation or (C) pursuant to which the stockholders of Common Stock is effectively converted into or exchanged for other securities, cash or property, (ii) the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any 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 one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and 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 for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 Warrant following such Fundamental Transaction. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) 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 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 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is issued and outstanding (i) the Company effects any amalgamation, merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to such amalgamation, merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such amalgamation, merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital stock tender shares representing more than 50% of the voting power of the capital stock shares of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock shares of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 shares of Common Stock Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least effects any sale, lease, license, assignment, transfer, conveyance or other disposition of more than 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement liquidation, bankruptcy, insolvency, dissolution or other business combination winding-up (includingor the occurrence of any analogous proceeding) affecting the Company, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company shares of Common Stock cease to be listed on any Trading Market, (vi) the 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 property, or (vii) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other than as business combination (including, without limitation, a result reorganization, recapitalization, spin-off or scheme of arrangement) whereby (A) the holders of Common Stock immediately preceding such transaction either (y) no longer hold a subdivision or combination majority of the shares of Common Stock covered by Section 9(aor (z) aboveno longer have the ability to elect a majority of the board of directors of the Company (B) any Person, together with its Affiliates, comes to hold more than 50% of the outstanding shares of Common Stock (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and 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 for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). The 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 not effect any Fundamental Transaction in which apportion the Company is not the surviving entity or Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder following such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding If (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 5050.1% of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person sale, lease, assignment, transfer, conveyance or other distribution of all or substantially all of its assets to a third party, in each case, in one transaction or a series of related transactions, (iii) pursuant to any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which at least holders of capital stock tender shares representing more than 50% a majority of the voting power outstanding shares of the capital stock of the Company and the Company Common Stock are permitted to tender or such exchange their shares for other Personsecurities, as applicable, accepts such tender for paymentcash or property, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (includingindirectly, without limitationin one or more related transactions, a effects any reorganization, recapitalization, spin-off recapitalization or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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(a4.1 above), or (v) abovethe Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder registered holder shall have the right thereafter to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein in the Warrant (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person (including any purchaser of assets of the Company) shall assume the Warrant and the obligation to deliver to the Holder registered holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder registered holder may be entitled to receive, and the other obligations under this the Warrant. The provisions Notwithstanding the foregoing at the request of the registered holder delivered at any time commencing on the earlier to occur of the public disclosure of any Fundamental Transaction or the consummation of any Fundamental Transaction through the date that is ninety (90) days after the later to occur of (i) the public disclosure of such Fundamental Transaction , (ii) the consummation of such Fundamental Transaction and (iii) the registered holder becoming aware of such Fundamental Transaction if such Fundamental Transaction was not publicly disclosed, the Company or the Successor Entity (as the case may be) shall purchase the Warrant from the registered holder on the date of such request by paying to the registered holder cash in an amount equal to the Black Scholes Value (as defined below). For purposes hereof, “Black Scholes Value” means the value of the unexercised portion of the Warrant remaining on the date of the registered holder’s request pursuant, which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earlier to occur of the public disclosure or consummation of the applicable Fundamental Transaction and ending on the Trading Day of the registered holder’s request pursuant to this Section and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the of date of the Holder’s request pursuant to this Section, (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of the Warrant as of the date of the Holder’s request pursuant to this Section and (2) the remaining term of this paragraph (c) shall similarly apply to subsequent transactions analogous Warrant as of a the date of consummation of the applicable Fundamental Transaction typeor as of the date of the registered holder’s request pursuant to this Section if such request is prior to the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earlier to occur of the public disclosure or consummation of the applicable Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below for the Alternate Consideration or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares and ADSs are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares or ADSs are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares or ADSs will be deemed to have received ordinary shares or american depositary shares of the Successor Entity (which entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts 128 such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (ix) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (iiy) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number Number of Warrant Shares then issuable upon exercise (in full the case of this clause (iii) above, assuming it had tendered, and the offeror had accepted, such Warrant without regard to any limitations on exercise contained herein Shares) (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction. NY\5662481.1

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or consolidation other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company with or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another Person, in which the Company is not the surviving entity and in which the stockholders class or classes of stock or securities of the Company immediately prior to such merger or consolidation do not ownanother entity (collectively, directly or indirectly, at least 50% a “Change of the voting power of the surviving entity immediately after such merger or consolidationControl Transaction”), (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, or (iii) pursuant to any tender offer or exchange offer (whether by the liquidation affecting the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”), and the Holder shall no longer have the right to receive Warrant Shares upon exercise of this Warrant. The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or person shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, Person in which the Company is not the surviving entity and in which or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% a majority of the outstanding voting power securities of the surviving entity immediately after such merger or consolidationSuccessor Entity, (ii) the Company Company, directly or indirectly, effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which the holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than 50% for other securities, cash or property and has been accepted by the holders of a majority of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 1(f) or Section 1(c)(ii) on the exercise contained herein of this Warrant), the number of shares of Common Stock of the Successor Entity, and 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 for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Sections 1(f) or 1(c)(ii) on the exercise of this Warrant). The 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 not effect 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary in this Section 2(b), in the event of a Fundamental Transaction in which the Company is not Company’s shareholders receive, as consideration for the surviving entity or the Alternate Consideration includes transaction, primarily securities of another Person unless (i) the Alternate Consideration Successor Entity, other than a transaction in which a Successor Entity that is solely cash and a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Company provides Warrant shall be exercisable for the simultaneous “cashless exercise” publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the 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 the remaining unexercised portion of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with on the date of the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction 54 maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number Number of Warrant Shares then issuable upon exercise (in full the case of this clause (iii) above, assuming it had tendered, and the offeror had accepted, such Warrant without regard to any limitations on exercise contained herein Shares) (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) ), or (v) 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 (other than as a result of a subdivision or combination of shares of Common Stock Ordinary Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following upon such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares and ADSs are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCorporation, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iiiA) pursuant to effects any tender offer merger, consolidation or exchange offer reorganization or other similar transaction or a series of related transactions which results in the voting securities of the Corporation outstanding immediately prior thereto representing immediately thereafter (whether either by remaining outstanding or by being converted into voting securities of the Company surviving or another Person), holders of capital stock tender shares representing more acquiring entity) less than 50% of the combined voting power of the capital stock voting securities of or economic interests in the Corporation or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization, (B) effects any sale, lease, license, assignment, transfer, conveyance, distribution or other disposition of all or substantially all of its assets, (C) effects any reclassification, reorganization or recapitalization of the Company and Common Shares or any compulsory share exchange pursuant to which the Company Common Shares is effectively converted into or such exchanged for other Personsecurities, as applicablecash or property (except for issuances by reclassification contemplated by Section 11(a)(iv) or transactions for the purpose of changing the domicile of the Corporation), accepts such tender for payment, or (ivD) the Company consummates a stock or share purchase agreement or other business combination (including, without limitation, including a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or “group” (within the meaning of Section 13(d) or 14(d) of the U.S. Exchange Act) whereby such other Person or “group” acquires more than the 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the Company Corporation (except for any such transaction in which the stockholders of the Company immediately prior after giving effect to such transaction maintaintransaction), in substantially the same proportions, the voting power of such Person immediately after the transaction) or (vii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company effects any reclassification Corporation or another Person or group of the Common Stock or any compulsory share exchange Persons) is completed pursuant to which the holders of Common Stock is effectively converted into Shares are permitted to sell, tender or exchanged exchange their shares for other securities, cash or property (other than as a result each transaction or series of a subdivision transactions referred to in clause (i) or combination of shares of Common Stock covered by Section 9(a(ii) above) (in any such case, a “Fundamental Transaction”); then, then following the Corporation shall (x) unless such Fundamental Transaction is an unsolicited third-party tender offer, use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder Registered Warrantholder shall thereafter continue to have the right to purchase and receive, upon the basis and upon the terms and conditions herein specified (or as nearly equivalent as practicable), and in lieu of the Common Shares immediately theretofore issuable upon exercise of this Warrant, shares in the surviving or acquiring entity in the Fundamental Transaction (such entity, or the parent thereof in a consolidated group, the “Acquirer”) with an aggregate value equal to the Black Scholes Value of the Registered Warrantholder’s Warrants (an “Acquirer Assumption”); and (y) if an Acquirer Assumption does not occur, the Acquirer shall pay to the Registered Warrantholder an amount equal to the aggregate value equal to the Black Scholes Value of the Registered Warrantholder’s Warrants in the same amount form and kind of percentage consideration (e.g., 50% cash, 30% stock, 10% securities, and 10% other non-cash or property consideration) that the Acquirer pays to the Corporation’s shareholders as it would have been entitled to receive upon consideration for the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, including a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (ix) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (iiy) prior to or to, simultaneously with or promptly following the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale sale, transfer or disposition to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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(a3(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 2 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownany Subsidiary, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power outstanding shares of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentCommon Stock, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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, 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 as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the holder determination of the number Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Warrant Shares 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 issuable the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise in full of this Warrant without regard following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any limitations Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on exercise contained herein the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “Alternate ConsiderationOV” 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non- cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 4(b) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other transaction documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 4(b) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) 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 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 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 consummation of such Fundamental Transaction), and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other transaction documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeWarrant and the other transaction documents with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, including, for the sake of clarity, prior to the Exercise Date, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding If (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 5050.1% of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person sale, lease, assignment, transfer, conveyance or other distribution of all or substantially all of its assets to a third party, in each case, in one transaction or a series of related transactions, (iii) pursuant to any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which at least holders of capital stock tender shares representing more than 50% a majority of the voting power outstanding shares of the capital stock of the Company and the Company Common Stock tender or such exchange their shares for other Personsecurities, as applicable, accepts such tender for paymentcash or property, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (includingindirectly, without limitationin one or more related transactions, a effects any reorganization, recapitalization, spin-off recapitalization or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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(a2(a) above), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder registered holder shall have the right thereafter to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein in the Warrant (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person (including any purchaser of assets of the Company) shall assume the Warrant and the obligation to deliver to the Holder registered holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder registered holder may be entitled to receive, and the other obligations under this the Warrant. The provisions Notwithstanding the foregoing at the request of the registered holder delivered at any time commencing on the earlier to occur of the public disclosure of a completed Fundamental Transaction or the consummation of any Fundamental Transaction through the date that is ninety (90) days after the later to occur of (i) the public disclosure of such Fundamental Transaction , (ii) the consummation of such Fundamental Transaction and (iii) the registered holder becoming aware of such Fundamental Transaction if such Fundamental Transaction was not publicly disclosed, the Company or the Successor Entity (as the case may be) shall purchase the Warrant from the registered holder on the date of such request by paying to the registered holder cash in an amount equal to the Black Scholes Value (as defined below). For purposes hereof, “Black Scholes Value” means the value of the unexercised portion of the Warrant remaining on the date of the registered holder’s request pursuant, which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earlier to occur of the public disclosure or consummation of the applicable Fundamental Transaction and ending on the Trading Day of the registered holder’s request pursuant to this Section and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the of date of the Holder’s request pursuant to this Section, (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of the Warrant as of the date of the Holder’s request pursuant to this Section and (2) the remaining term of this paragraph (c) shall similarly apply to subsequent transactions analogous Warrant as of a the date of consummation of the applicable Fundamental Transaction typeor as of the date of the registered holder’s request pursuant to this Section if such request is prior to the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 70% and the 30 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earlier to occur of the public disclosure or consummation of the applicable Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) the Company effects any reclassification of the Common Series A Preferred Stock or any compulsory share exchange pursuant to which the Common Series A Preferred 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 Series A Preferred Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (without regard to any limitations on exercise contained herein hereof, including without limitation, the ownership limitation set forth in Section 11(a) hereof) (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (ix) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (iiy) prior to or to, simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least more than 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Personperson, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), person) is completed pursuant to which all or substantially all of the holders of capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of for other securities, cash or property and would result in the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintaintender offer or exchange offer owning less than a majority of the outstanding stock after such tender offer or exchange offer, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. (i) If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which (whether or not the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationcorporation) another Person, (ii) the Company effects any sale to another Person sale, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions; provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company’s assets as collateral shall not be deemed a Fundamental Transaction hereunder, (iii) pursuant allow another Person to any make a purchase, tender offer or exchange offer (whether that is accepted by the Company or another Person), holders of capital stock tender shares representing more than the 50% of either the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital stock of Person or Persons making or party to, or associated or affiliated with the Company and the Company Persons making or party to, such other Personpurchase, as applicable, accepts such tender for paymentor exchange offer), (iv) the Company consummates consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainpurchase agreement or other business combination), in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or apportion such aggregate Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with following such Fundamental Transaction. At the consummation thereofHolder’s request, any successor to the Company, Company or surviving entity or other Person (including any purchaser of assets of the Company) in such Fundamental Transaction shall assume the obligation to deliver issue to the Holder such Alternate Consideration as, in accordance a new warrant consistent with the foregoing provisions, provisions and evidencing the Holder may be entitled Holder’s right to receive, and purchase the other obligations under this WarrantAlternate 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 (cd) shall and insuring that the Warrant (or any such replacement security) will be similarly apply adjusted upon any subsequent transaction analogous to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding If (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 5050.1% of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person sale, lease, assignment, transfer, conveyance or other distribution of all or substantially all of its assets to a third party, in each case, in one transaction or a series of related transactions, (iii) pursuant to any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which at least holders of capital stock tender shares representing more than 50% a majority of the voting power outstanding shares of the capital stock of the Company and the Company Common Stock are permitted to tender or such exchange their shares for other Personsecurities, as applicable, accepts such tender for paymentcash or property, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (includingindirectly, without limitationin one or more related transactions, a effects any reorganization, recapitalization, spin-off recapitalization or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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(a4.1 above), or (v) abovethe Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder registered holder shall have the right thereafter to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein in the Warrant (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person (including any purchaser of assets of the Company) shall assume the Warrant and the obligation to deliver to the Holder registered holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder registered holder may be entitled to receive, and the other obligations under this the Warrant. The provisions Notwithstanding the foregoing at the request of the registered holder delivered at any time commencing on the earlier to occur of the public disclosure of any Fundamental Transaction or the consummation of any Fundamental Transaction through the date that is ninety (90) days after the later to occur of (i) the public disclosure of such Fundamental Transaction , (ii) the consummation of such Fundamental Transaction and (iii) the registered holder becoming aware of such Fundamental Transaction if such Fundamental Transaction was not publicly disclosed, the Company or the Successor Entity (as the case may be) shall purchase the Warrant from the registered holder on the date of such request by paying to the registered holder cash in an amount equal to the Black Scholes Value (as defined below). For purposes hereof, “Black Scholes Value” means the value of the unexercised portion of the Warrant remaining on the date of the registered holder’s request pursuant, which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earlier to occur of the public disclosure or consummation of the applicable Fundamental Transaction and ending on the Trading Day of the registered holder’s request pursuant to this Section and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the of date of the registered holder’s request pursuant to this Section, (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of the Warrant as of the date of the registered holder’s request pursuant to this Section and (2) the remaining term of this paragraph (c) shall similarly apply to subsequent transactions analogous Warrant as of a the date of consummation of the applicable Fundamental Transaction typeor as of the date of the registered holder’s request pursuant to this Section if such request is prior to the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earlier to occur of the public disclosure or consummation of the applicable Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares and ADSs are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares or ADSs are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares or ADSs will be deemed to have received Ordinary Shares or ADSs of the Successor Entity (which entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 5050.0% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing equal to or more than 5050.0% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires equal to or more than the 5050.0% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction as if it Holder had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (cSection 9(c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the 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 Expiration Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last Closing Sale Price immediately prior to the public announcement of such Fundamental Transaction and (y) the last Closing Sale Price immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash and obligations of the Company provides for under this Warrant in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 9(d) pursuant to Section 10 below or (ii) written agreements in form and substance reasonably satisfactory to the Holder prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration as, in accordance with Successor Entity (or its parent entity) equivalent to the foregoing provisions, shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the Holder may be entitled exercise of this Warrant) prior to receivesuch Fundamental Transaction, and with an exercise price which applies the other obligations under this Warrant. The provisions 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 number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this paragraph (c) shall similarly apply Warrant immediately prior to subsequent transactions analogous the consummation of a such Fundamental Transaction typeTransaction).

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, Person in which the Company is not the surviving entity and in which or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% a majority of the outstanding voting power securities of the surviving entity immediately after such merger or consolidationSuccessor Entity, (ii) the Company Company, directly or indirectly, effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which the holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than 50% for other securities, cash or property and has been accepted by the holders of a majority of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company consummates a stock purchase agreement Company, directly or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainindirectly, in substantially the same proportions, the voting power of such Person immediately after the transaction) one or (v) the Company 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 (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the Holder, the number of Warrant Shares then issuable upon exercise in full shares of this Warrant without regard to Common Stock of the Successor Entity, and any limitations on exercise contained herein additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Sections 1(g) or 1(c)(ii) on the exercise of this Warrant). The 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 not effect 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary in this Section 2(b), in the event of a Fundamental Transaction in which the Company is not Company’s shareholders receive, as consideration for the surviving entity or the Alternate Consideration includes transaction, primarily securities of another Person unless (i) the Alternate Consideration Successor Entity, other than a transaction in which a Successor Entity that is solely cash and a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Company provides Warrant shall be exercisable for the simultaneous “cashless exercise” publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the 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 the remaining unexercised portion of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with on the date of the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. (i) If, at any time while this Warrant is outstanding outstanding, (iA) the Company effects any merger or consolidation of the Company with or into (whether or not the Company is the surviving corporation) another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (iiB) the Company effects any sale to another Person sale, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions; provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company’s assets as collateral shall not be deemed a Fundamental Transaction hereunder, (iiiC) pursuant allow another Person to any make a purchase, tender offer or exchange offer (whether that is accepted by the Company or another Person), holders of capital stock tender shares representing more than the 50% of either the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital stock of Person or Persons making or party to, or associated or affiliated with the Company and the Company Persons making or party to, such other Personpurchase, as applicable, accepts such tender for paymentor exchange offer), (ivD) the Company consummates consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainpurchase agreement or other business combination), in substantially the same proportions, the voting power of such Person immediately after the transaction) or (vE) 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(a8(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or apportion such aggregate Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with following such Fundamental Transaction. At the consummation thereofHolder’s request, any successor to the Company, Company or surviving entity or other Person (including any purchaser of assets of the Company) in such Fundamental Transaction shall assume the obligation to deliver issue to the Holder such Alternate Consideration as, in accordance a new warrant consistent with the foregoing provisions, provisions and evidencing the Holder may be entitled Holder’s right to receive, and purchase the other obligations under this WarrantAlternate 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 (cd) shall and insuring that the Warrant (or any such replacement security) will be similarly apply adjusted upon any subsequent transaction analogous to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of for other securities, cash or property and would result in the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintaintender offer or exchange offer owning less than a majority of the outstanding stock after such tender offer or exchange offer, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction type.Transaction. 4817-3601-5703, v. 1

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of for other securities, cash or property and would result in the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintaintender offer or exchange offer owning less than a majority of the outstanding stock after such tender offer or exchange offer, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (viv) 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(a8(a) above), (v) any transaction where the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding Common Stock or (vi) any transaction where any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 50% aggregate ordinary voting power represented by issued and outstanding Common Stock (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). Notwithstanding the foregoing, in the event of a Fundamental Transaction, at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or the surviving entity) shall purchase this Warrant from the Holder by paying to the Holder, within five Business 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 of the remaining unexercised portion of this Warrant on the date of such Fundamental Transaction. The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (cb) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction. As used herein, “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg Financial Markets determined as of the day of the closing of the applicable Fundamental Transaction typefor pricing purposes 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 such date of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg Financial Markets as of the day immediately following the public announcement of the applicable Fundamental Transaction, (iii) 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 non cash consideration, if any, being offered in the Fundamental Transaction and (iv) a 365 day annualization factor.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, for each Warrant Share underlying the same amount and kind of securities, cash or property as it Warrant ADSs that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares and ADSs are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares or ADSs are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares or ADSs will be deemed to have received ordinary shares or american depositary shares of the Successor Entity (which entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(e) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger merger, amalgamation or consolidation of the Company with or into 4853-3746-0046 v.3 another Person, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital stock tender shares representing more than 50% of the voting power of the share capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the share capital stock of the Company (except for any such transaction in which the stockholders shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or ), (v) 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 (other than as a result of a subdivision or combination of shares of Common Stock Ordinary Shares covered by Section 9(a) above) or (vi) the Company effects any other event or transaction similar to the foregoing (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receivethen, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately at least ten (10) Trading Days prior to the consummation of such Fundamental Transaction, the holder of Company shall provide written notice to the number of Warrant Shares then issuable upon exercise in full of Holder, and if this Warrant is not fully exercised prior to the consummation of such Fundamental Transaction, then this Warrant may be exercised pursuant to the provisions of Section 4(b) hereof immediately prior to the consummation of such Fundamental Transaction, without regard giving effect to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction beneficial ownership limitation set forth in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type11 hereof.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) 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, in which (ii) the Company is not the surviving entity (and in which the stockholders all of the Company immediately prior to such merger or consolidation do not ownits Subsidiaries, taken as a whole), directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock ADSs are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding ADSs, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than the 50% of the voting power of outstanding ADSs (not including any ADSs held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, upon exercise of this Warrant, 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 if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Holder (without regard to any limitations limitation in Section 2(e) on the exercise contained herein of this Warrant), the number of ADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). If holders of ADSs 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 Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares and ADSs are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the 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 (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all of another Person unless (i) the Alternate Consideration is solely cash obligations of the Company under this Warrant and the Company provides for other Transaction Documents in accordance with the simultaneous “cashless exercise” provisions of this Warrant Section 3(d) pursuant to Section 10 below or written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (iiwithout unreasonable delay) prior to or simultaneously with such Fundamental Transaction and shall, at the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets option of the Company) shall assume the obligation to Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Alternate Consideration asSuccessor Entity (or its parent entity) equivalent to the ADSs 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 which required no additional consideration upon exercise, and which is reasonably satisfactory in accordance with form and substance to the foregoing provisionsHolder. Upon the occurrence of any such Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to receivesubstituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Warrant and the other Transaction typeDocuments with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Personentity, in which the Company is not the surviving entity and in which the stockholders shareholders of the Company as of immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% the transaction own less than a majority of the voting power outstanding stock of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), person or entity) is completed pursuant to which holders of capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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) 8 above) (in any such caseeach, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property property, as it applicable, as the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if it the Holder had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Exercise Shares then issuable upon exercise in full of such Warrant. Following any transaction contemplated by this Section 10, the term Exercise Shares shall be deemed to refer to the shares for which this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, thereafter exercisable in accordance with the foregoing provisionsprovisions hereof. In addition, if holders of Common Stock are given a choice as to the Holder may securities, cash, or property to be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of received in a Fundamental Transaction type(including a right to elect to receive any particular one or combination of more than one of the foregoing), then the Holder shall be given the same choice of consideration upon any exercise of this Warrant following such Fundamental Transaction, which choice of consideration can be made at the time of exercise at any time prior to the expiration of the Exercise Period.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (cd) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.. EXHIBIT B

Fundamental Transactions. If, at any time while this Warrant is outstanding the Warrants are outstanding, (i) the Company Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Personperson, in which the Company is not the surviving entity and in which or the stockholders shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% a majority of the outstanding voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company Company, directly or indirectly, effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), person) is completed pursuant to which holders of capital stock Ordinary Shares are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Ordinary Shares, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of Ordinary Shares covered by Section 4.1 above), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person person or group of persons whereby such other Person person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares (not including any Ordinary Shares held by the capital other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such caseeach, a “Fundamental Transaction”), then following then, upon any subsequent exercise of a Warrant, the Registered Holder of such Fundamental Transaction the Holder Warrant shall have the right be entitled to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it for each Ordinary Share that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (without regard to any limitations limitation in Section 3.4 on the exercise contained herein of the Warrants), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) which, in all cases, was received as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which a Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.4 on the exercise of the Warrants). If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then each Registered Holder shall be given the same choice as to the Alternate Consideration. Notwithstanding anything to the contrary, (a) if the holders of Ordinary Shares received, as a result of such Fundamental Transaction, a consideration or Alternate Consideration (whether from the Company or from any other person, and whether such consideration or Alternate Consideration is comprised of cash, securities or other property) (such consideration attributed to one Ordinary Share: the "Fundamental Transaction Consideration Per Ordinary Share") with respect to some but not all of their Ordinary Shares (including in the event that they have tendered only some of the Ordinary Shares which such shareholders have initially requested to tender) then, upon any subsequent exercise of a Warrant, the Registered Holder of such Warrant shall be entitled to receive such consideration on a pro-rata basis, based on the number of Ordinary Shares underlying its Warrant; and (b) in the event that the Fundamental Transaction Consideration Per Ordinary Share paid as a result of such Fundamental Transaction is paid by the Successor Entity (as defined below) or by any other person other than the Company, then such Successor Entity or the other person shall assume and be responsible to pay the Fundamental Transaction Consideration Per Ordinary Share upon any subsequent exercise of a Warrant. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all obligations of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this under each Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph Section 4.4 pursuant to agreements in form and substance reasonably satisfactory to the Registered Holders and approved by the Registered Holder (cwithout unreasonable delay) shall similarly apply prior to subsequent transactions analogous of a such Fundamental Transaction typeand shall, at the option of each Registered Holder, deliver to such Registered Holder in exchange for such Registered Holder’s Warrant a written instrument substantially similar in form and substance to such Registered Holder’s Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of such Warrant (without regard to the limitations on exercise set forth in Section 3.4) prior to such Fundamental Transaction, 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 Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, 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 Agreement and each Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Agreement and each Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. (1) If, at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which (whether or not the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidationcorporation) another Person, (ii) the Company effects any sale to another Person sale, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions; provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company’s assets as collateral shall not be deemed a Fundamental Transaction hereunder, (iii) pursuant allow another Person to any make a purchase, tender offer or exchange offer (whether that is accepted by the Company or another Person), holders of capital stock tender shares representing more than the 50% of either the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital stock of Person or Persons making or party to, or associated or affiliated with the Company and the Company Persons making or party to, such other Personpurchase, as applicable, accepts such tender for paymentor exchange offer), (iv) the Company consummates consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power outstanding shares of Common Stock (not including any shares of Common Stock held by the capital other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintainpurchase agreement or other business combination), in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or apportion such aggregate Exercise Price among the Alternate Consideration includes securities in a reasonable manner reflecting the relative value of another Person unless (i) 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 is solely cash and the Company provides for the simultaneous “cashless exercise” it receives upon any exercise of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with following such Fundamental Transaction. At the consummation thereofHolder’s request, any successor to the Company, Company or surviving entity or other Person (including any purchaser of assets of the Company) in such Fundamental Transaction shall assume the obligation to deliver issue to the Holder such Alternate Consideration as, in accordance a new warrant consistent with the foregoing provisions, provisions and evidencing the Holder may be entitled Holder’s right to receive, and purchase the other obligations under this WarrantAlternate 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 (cd) shall and insuring that the Warrant (or any such replacement security) will be similarly apply adjusted upon any subsequent transaction analogous to subsequent transactions analogous of a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding outstanding, (ia) 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, in which (b) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iiic) pursuant to any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person), ) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing for other securities, cash or property and has been accepted by the holders of more than 50% of the voting power outstanding shares of Common Stock, (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the capital stock of Common Stock or any compulsory share exchange pursuant to which the Company and the Company Common Stock is effectively converted into or such exchanged for other Personsecurities, as applicablecash or property, accepts such tender for payment, or (ive) the Company Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other Person or other Persons making or party to, or associated or affiliated with the Persons making or party to, such stock or share purchase agreement or other business combination) (in any such caseeach, a “Fundamental Transaction”), then following such Fundamental Transaction then, subject to the last sentence of this Section, the Holder shall have the right thereafter to receive, upon exercise of this the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this the Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The 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 not effect 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 the Warrant following such Fundamental Transaction. At the Holder’s option and request and upon surrender of the Holder’s Warrant, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant substantially in the form of the 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. 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 Section 7 and insuring that the 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 other than one in which the consideration consists of only cash and/or stock quoted or listed for trading on a Trading Market (“Public Stock”), the Company or the successor entity shall, at the Holder’s option and request and upon surrender of the Holder’s Warrant, 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 the Warrant on the date of such request. Notwithstanding anything in this Section 7 to the contrary, if at any time while this Warrant is outstanding, the Company engages in any Fundamental Transaction in which the Company is not holders of Common Stock receive in exchange for their shares of Common Stock only cash and/or Public Stock, then the surviving entity Holder of this Warrant shall only be entitled to receive only an amount of cash or Public Stock (as applicable) equal to (or in the Alternate Consideration includes securities case of another Person unless Public Stock, having a fair market value equal to) (i) (A) the Alternate Consideration is solely amount of cash and (or fair market value of the Company provides number of shares of Public Stock) payable in such Fundamental Transaction to the holders of Common Stock for each share of Common Stock held; less (B) the simultaneous “cashless exercise” Exercise Price of this Warrant pursuant to Section 10 below or Warrant, as adjusted; multiplied by (ii) prior to or simultaneously with the consummation thereofnumber of Warrant Shares issuable upon exercise of this Warrant, any successor to at the Companysame time and on the same terms as the holders of Common Stock, surviving entity or other Person (including any purchaser and immediately upon the receipt of assets of the Company) shall assume the obligation to deliver to such payment by the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) Warrant shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typeterminate.

Fundamental Transactions. If, If at any time while this Warrant is outstanding outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity survivor and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50% %) of the voting power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person of all or substantially all of its assets or at least a majority of its Common Stock is acquired by a third party, in each case, in one transaction or a series of related transactions, (iii) pursuant to 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 capital stock Common Stock are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to thereafter receive, upon exercise of this Warrant, in lieu of any Warrant Shares, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect affect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other Person (including any purchaser of assets of the Company) appropriate corporation or entity shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receivepurchase and/or receive (as the case may be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of to a Fundamental Transaction typeTransaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which 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 power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for (x) any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transactiontransaction or (y) any transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof occurs) or (v) 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. 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 Holders shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant following such Fundamental Transaction; provided, however, that such choice must be made at or prior to the time such Holders make such selection.

Fundamental Transactions. If, at any time while this Warrant is issued and outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock is are 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 following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (ix) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (iiy) prior to or to, simultaneously with or promptly following the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of shares of Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Personentity, in which the Company is not the surviving entity and in which 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 power securities of the surviving entity immediately after such merger or consolidationentity, (ii) the Company effects any sale to another Person 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 transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), entity or person) is completed pursuant to which all or substantially all of the holders of capital stock Common Shares are permitted to tender or exchange their shares representing more than 50% of the voting power of the capital stock of the Company and the Company for other securities, cash or such other Personproperty, as applicable, accepts such tender for payment, or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reorganization or 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 shares of Common Stock Shares covered by Section 9(ah(1) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of the corporation purchasing or otherwise acquiring such assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph subparagraph (c3) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Fundamental Transactions. If, at any time while this Warrant is outstanding the Warrants are outstanding, (i) 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, person (other than a merger or consolidation with another corporation in which the Company is not the surviving entity corporation and which does not result in any reclassification or change—other than a change in par value, or from par value to no par value, or from no par value to par value), or as a result of a subdivision or combination—of outstanding Common Stock issuable upon such exercise, and which is not subject to Subsection (iii) or (v) below), (ii) the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), person) is completed pursuant to which holders of capital stock Common Stock are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Common Stock, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any 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, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person person or group of persons whereby such other Person person or group acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 outstanding shares of Common Stock covered (not including any shares of Common Stock held by Section 9(a) abovethe other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (in any such case, each a “Fundamental Transaction”), then following such Fundamental Transaction then, upon any subsequent exercise of a Warrant, the Registered Holder of each Warrant shall have the right to receive, upon exercise for each share of this Warrant, the same amount and kind of securities, cash or property as it Common Stock that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, at the holder option of the number of Warrant Shares then issuable upon exercise in full of this Warrant Registered Holder (without regard to any limitations limitation in Section 3.4 on the exercise contained herein of the Warrants), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and 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 for which a Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.4 on the exercise of the Warrants). 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 each Registered Holder shall be given the same choice as to the Alternate Consideration such Registered Holder receives upon any exercise of a Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company shall, at a Registered Holder’s option, exercisable at any time prior to the consummation of the Fundamental Transaction, purchase such Registered Holder’s Warrant immediately prior to the consummation of such Fundamental Transaction from the Registered Holder by paying cash by wire transfer of immediately available funds in an amount equal to the Black Scholes Value of the remaining unexercised portion of such Registered Holder’s Warrant immediately prior to the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of a Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined immediately prior to the 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 Expiration 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) the underlying price per share used in such calculation shall be the sum of the price per share of Common Stock being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction (the “FMV”) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all obligations of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this under each Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph Section 4.3 pursuant to agreements in form and substance reasonably satisfactory to the Registered Holders and approved by the Registered Holder (cwithout unreasonable delay) shall similarly apply prior to subsequent transactions analogous of a such Fundamental Transaction typeand shall, at the option of each Registered Holder, deliver to such Registered Holder in exchange for such Registered Holder’s Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to such Registered Holder’s Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of such Warrant (without regard to the limitations on exercise set forth in Section 3.4) prior to such Fundamental Transaction, 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 number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Registered Holder. Upon the occurrence of any such Fundamental Transaction, 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 Agreement and each Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Agreement and each Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If, at any time while this Warrant is outstanding the Warrants are outstanding, (i) the Company Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Personperson, in which (ii) the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not ownCompany, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person), person) is completed pursuant to which holders of capital stock Ordinary Shares are permitted to sell, tender or exchange their shares representing more than for other securities, cash or property and has been accepted by the holders of 50% or more of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for paymentoutstanding Ordinary Shares, (iv) the Company Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person person or group of persons whereby such other Person person or group acquires more than the 50% of the voting power of outstanding Ordinary Shares (not including any Ordinary Shares held by the capital other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock share purchase agreement 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) abovebusiness combination) (in any such caseeach, a “Fundamental Transaction”), then following then, upon any subsequent exercise of a Warrant, the Registered Holder of such Fundamental Transaction the Holder Warrant shall have the right be entitled to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it for each Ordinary Share that would have been entitled issuable upon such exercise immediately prior to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (without regard to any limitations limitation in Section 3.4 on the exercise contained herein of the Warrants), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) which, in all cases, was received as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which a Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.4 on the exercise of the Warrants). If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then each Registered Holder shall be given the same choice as to the Alternate Consideration. Notwithstanding anything to the contrary, (a) if the holders of Ordinary Shares received, as a result of such Fundamental Transaction, a consideration or Alternate Consideration (whether from the Company or from any other person, and whether such consideration or Alternate Consideration is comprised of cash, securities or other property) (such consideration attributed to one Ordinary Share: the "Fundamental Transaction Consideration Per Ordinary Share") with respect to some but not all of their Ordinary Shares (including in the event that they have tendered only some of the Ordinary Shares which such shareholders have initially requested to tender) then, upon any subsequent exercise of a Warrant, the Registered Holder of such Warrant shall be entitled to receive such consideration on a pro-rata basis, based on the number of Ordinary Shares underlying its Warrant; and (b) in the event that the Fundamental Transaction Consideration Per Ordinary Share paid as a result of such Fundamental Transaction is paid by the Successor Entity (as defined below) or by any other person other than the Company, then such Successor Entity or the other person shall assume and be responsible to pay the Fundamental Transaction Consideration Per Ordinary Share upon any subsequent exercise of a Warrant. The Company shall not effect cause any successor entity in a Fundamental Transaction in which the Company is not the surviving entity or survivor (the Alternate Consideration includes securities “Successor Entity”) to assume in writing all obligations of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this under each Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph Section 4.4 pursuant to agreements in form and substance reasonably satisfactory to the Registered Holders and approved by the Registered Holder (cwithout unreasonable delay) shall similarly apply prior to subsequent transactions analogous of a such Fundamental Transaction typeand shall, at the option of each Registered Holder, deliver to such Registered Holder in exchange for such Registered Holder’s Warrant a written instrument substantially similar in form and substance to such Registered Holder’s Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of such Warrant (without regard to the limitations on exercise set forth in Section 3.4) prior to such Fundamental Transaction, 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 Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, 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 Agreement and each Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Agreement and each Warrant with the same effect as if such Successor Entity had been named as the Company herein.