Common use of Merger, Sale of Assets, etc Clause in Contracts

Merger, Sale of Assets, etc. Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant Agreement, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation or entity in which the Company is not the surviving entity, or a reverse triangular merger or share exchange in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger or share exchange are exchanged or converted by virtue of the merger or share exchange into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale sale, lease, license or other transfer of all or substantially all of the Company's stock, ’s properties or assets as, or substantially as, an entirety to any other Personperson or entity, then, as a part of such reorganization, merger, consolidation, sale exchange or other transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant Agreement, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale exchange or other transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant Agreement would have been entitled to receive in such reorganization, merger, consolidation, merger, sale exchange or other transfer if this Note Warrant Agreement had been converted exercised immediately before the record date of (or the date of, if no record date is fixed) such reorganization, merger, consolidation, sale exchange or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)other transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4(a) shall similarly apply to successive reorganizations, mergers, consolidations, mergers, sales and exchanges or other transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant Agreement. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be reasonably determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as reasonably determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant Agreement with respect to the rights and interests of the Holder after any of the transactionabove-referenced transactions, to the end that the provisions of this Note Warrant Agreement shall be applicable after that such event, as near as reasonably may be, in relation to any shares or other property deliverable after that such event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant Agreement.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 410. The foregoing provisions of this Section 4.1 10(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrants are outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personcorporation or other entity, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Registered Holder shall thereafter be entitled to receive by converting this Note upon exercise of Warrants, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrants would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note their Warrants had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 48. The foregoing provisions provision of this Section 4.1 8(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation or other entity that are at the time receivable upon the exercise of Warrants. If the per per-share consideration payable to the Registered Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then than such consideration must be equal to the fair market value of such consideration shall be the Warrants as determined in good faith by the Company's Board board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurreddirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board board of Directorsdirectors) shall be made in the application of the provisions of this Note the Warrants with respect to the rights and interests of the Registered Holder after the transaction, to the end that the provisions of this Note the Warrants shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrants.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation corporation, partnership, limited liability company, or other entity in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Warrant Price, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares Warrant Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation3. If the per share consideration payable to the Holder hereof for shares securities in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredBoard. In all events, appropriate adjustment (as determined in good faith by the Company's Board of DirectorsBoard) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personotherwise, then, as a part of such reorganization, merger, merger or consolidation, sale if any Installment of this Warrant remains unexercised prior to such reorganization, merger or transferconsolidation, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the periods specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, merger or consolidation, sale or transfer that which a holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale consolidation or transfer merger if this Note Warrant had been converted exercised immediately before such reorganization, merger, merger or consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 410. The foregoing provisions of this Section 4.1 10.1 shall similarly apply to successive reorganizations, consolidations, consolidations or mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, reclassification exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entityperson, or a reverse triangular merger in which the Company is the surviving entity person but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securitiescash, cash securities or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the exercise price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 subsection (a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors, whose determination shall be final and binding. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near nearly as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, thenand if, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be provisions are made so that Holder shall the holders of capital stock are thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer transfer, the Company shall then ensure that a holder the Holder also shall be entitled to shares of stock or other securities or property of the shares deliverable upon conversion of this Note would have been entitled to receive in successor corporation resulting from such reorganization, consolidation, merger, sale or transfer as if this Note Warrant had been converted exercised in full immediately before prior to such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 410. The foregoing provisions obligations of this Section 4.1 10 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be jointly determined in good faith by the Company's Board of Directors based on Company and the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredHolder. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or of consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so made, and such provision shall be binding upon the Holder of this Warrant, such that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, merger, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personotherwise, then, as a part of such reorganization, merger, merger or consolidation, sale if any portion of the Warrant remains unexercised prior to such reorganization, merger or transferconsolidation, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the periods specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, merger or consolidation, sale or transfer that which a holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale consolidation or transfer merger if this Note Warrant had been converted exercised immediately before such reorganization, merger, merger or consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 410. The foregoing provisions of this Section 4.1 10.1 shall similarly apply to successive reorganizations, consolidations, consolidations or mergers, sales and transfers and to the stock or securities of any other corporation. If corporation which are at the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then time receivable upon the value exercise of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredthis Warrant. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant Agreement, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation or entity in which the Company is not the surviving entity, or a reverse triangular merger or share exchange in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger or share exchange are exchanged or converted by virtue of the merger or share exchange into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale sale, lease, license or other transfer of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personperson or entity, then, as a part of such reorganization, merger, consolidation, sale exchange or other transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant Agreement, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale exchange or other transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant Agreement would have been entitled to receive in such reorganization, merger, consolidation, merger, sale exchange or other transfer if this Note Warrant Agreement had been converted exercised immediately before the record date of (or the date of, if no record date is fixed) such reorganization, merger, consolidation, sale exchange or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)other transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4(a) shall similarly apply to successive reorganizations, mergers, consolidations, mergers, sales and exchanges or other transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant Agreement. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be reasonably determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as reasonably determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant Agreement with respect to the rights and interests of the Holder after any of the transactionabove-referenced transactions, to the end that the provisions of this Note Warrant Agreement shall be applicable after that such event, as near as reasonably may be, in relation to any shares or other property deliverable after that such event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant Agreement.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Option, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Option shall thereafter be entitled to receive by converting upon exercise of this Note Option, during the period specified herein and upon payment of the Option Price then in effect, the number of shares of stock Option Shares or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Option would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Option had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 47. The foregoing provisions of this Section 4.1 section shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Option. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Option with respect to the rights and interests of Holder the holder after the transaction, to the end that the provisions of this Note Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Option.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock Common Stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 49. The foregoing provisions of this Section 4.1 9(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that to which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, and in lieu of the number of shares of stock or other Series B Convertible Preferred Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, the number of shares of stock, securities or property assets as would be issuable or payable with respect to or in exchange for the number of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer shares that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s or any successor’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s or any successor’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, then as a part of such reorganization, merger, consolidation, sale or transfer, transfer lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall ---------- ------------ similarly apply to successive reorganizationsreorganization, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, event as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any --------------------------- portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, property whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part this Warrant shall thereafter represent the right to acquire the number of shares of stock or other securities which the Holder of this Warrant would have owned immediately after the consummation of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that if the Holder shall thereafter be entitled to receive by converting of this Note Warrant had exercised this Warrant immediately before the number of shares of stock or other securities or property effective date of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4transfer. The foregoing provisions of this Section 4.1 11.(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company DCSS with or into another corporation in which the Company DCSS is not the surviving entity, or a reverse triangular merger in which the Company DCSS is the surviving entity but the shares of the CompanyDCSS's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the CompanyDCSS's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Share Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 45. The foregoing provisions of this Section 4.1 5(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the CompanyDCSS's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the CompanyDCSS's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision provisions shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 48. The foregoing provisions of this Section 4.1 8(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired unexpired, there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinin Section 9 hereof), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, until the Expiration Date the period specified herein and upon payment of the Exercise Price then in effect (or exercise of the Conversion Right), the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment for other future events as provided in this Section 49. The foregoing provisions provision of this Section 4.1 10 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment adjustments (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable applied after that event, as near nearly as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger reverse triangular merger, or similar transaction, in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, and as a result of which the ownership of the Company shall change 50% or more, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfertransfer (collectively, lawful provision a “Change of Control”), this Warrant shall be made so that Holder shall thereafter be entitled cease to represent the right to receive by converting Warrant Shares and shall automatically represent the right to receive upon exercise of this Note Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property offered to the Company’s holders of the successor corporation resulting from Class B Common Stock in connection with such reorganization, merger, consolidation, sale or transfer Change of Control that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer Change of Control if this Note Warrant had been converted exercised immediately before such reorganizationChange of Control, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant in accordance with the terms hereof, during the period and upon the events specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 42. The foregoing provisions of this Section 4.1 2.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board ’s board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurreddirectors. In all events, appropriate adjustment (adjustment, as determined in good faith by the Company's Board ’s board of Directors) directors, shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety entirely to any other Personperson, thenand if, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be provisions are made so that Holder shall the holders of capital stock are thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer transfer, the Company shall then ensure that a holder the Holder also shall be entitled to shares of stock or other securities or property of the shares deliverable upon conversion of this Note would have been entitled to receive in successor corporation resulting from such reorganization, consolidation, merger, sale or transfer as if this Note Warrant had been converted exercised in full immediately before prior to such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 410. The foregoing provisions obligations of this Section 4.1 10 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be jointly determined in good faith by the Company's Board of Directors based on Company and the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredHolder. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired unexpired, there shall be be: (ai) a reclassification, reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), ; (bii) a merger or consolidation of the Company with or into another corporation entity in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise or otherwise; (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Person, person; or (iv) sale by the Company's shareholders of 50% or more of the Company's outstanding securities in one or more related transactions then, as a part of such reclassification, reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reclassification, reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reclassification, reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reclassification, reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 47. The foregoing provisions of this Section 4.1 7.1 shall similarly apply to successive reclassifications, reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired unexpired, there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinin Section 9 hereof), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment for other future events as provided in this Section 49. The foregoing provisions provision of this Section 4.1 10 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment adjustments (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable applied after that event, as near nearly as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant Agreement, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation or entity in which the Company is not the surviving entity, or a share exchange or reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are exchanged or converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale sale, transfer or transfer lease of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personperson or entity, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant Agreement, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant Agreement would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant Agreement had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant Agreement. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be reasonably determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as reasonably determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant Agreement with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant Agreement shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant Agreement.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, entity or a merger (including a reverse triangular merger) in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personand assets, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests interest of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any --------------------------- portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, property whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part this Warrant shall thereafter represent the right to acquire the number of shares of stock or other securities which the Holder of this Warrant would have owned immediately after the consummation of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that if the Holder shall thereafter be entitled to receive by converting of this Note Warrant had exercised this Warrant immediately before the number of shares of stock or other securities or property effective date of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4transfer. The foregoing provisions of this Section 4.1 11(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2In case of any consolidation of the Company with, if at or merger of the Company into, any time while this Note remains outstanding and unexpired there shall be (a) a reorganization other corporation (other than a combination, reclassification, exchange consolidation or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares continuing corporation and in which no change occurs in its outstanding Common Stock), or in case of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a any sale or transfer of all or substantially all of the assets of the Company's stock, properties or assets as, or substantially asin the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company, an entirety to any other Personexcept where the Company is the surviving entity and no change occurs in its outstanding Common Stock), thenthe corporation formed by such consolidation or the corporation resulting from or surviving such merger or the corporation which shall have acquired such assets or securities of the Company, as the case may be, shall execute and deliver to the Holder simultaneously therewith a part new Warrant, satisfactory in form and substance to the Holder, together with such other documents as the Holder may reasonably request, entitling the Holder thereof to receive upon exercise of such reorganizationWarrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, consolidationsale, transfer, or exchange of securities, or upon the dissolution following such sale or other transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note a holder of the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable Common Stock purchasable upon conversion exercise of this Note would have been entitled Warrant immediately prior to receive in such reorganization, consolidation, merger, sale sale, transfer, or transfer if exchange. Such new Warrant shall contain the same basic other terms and conditions as this Note had been converted immediately before Warrant and shall provide for adjustments which, for events subsequent to the effective date of such reorganizationwritten instrument, merger, consolidation, sale or transfer (notwithstanding that shall be as nearly equivalent as may be practicable to the Stockholder Approval may not yet have been obtained), all subject to further adjustment as adjustments provided for in this Section 49. The foregoing above provisions of this Section 4.1 paragraph (a) shall similarly apply to successive reorganizations, consolidations, mergers, exchanges, sales and or other transfers and covered hereby. Notwithstanding the foregoing, in the event the consideration to be paid to holders of Company capital stock in any transaction of the stock or securities nature referred to above in this Section 9(a) (a "Transaction") consists of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securitiescash equivalents, then then, provided that the value of such consideration Company shall be determined in good faith have given the holder hereof the notice required by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all eventsSection 10, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transactionWarrant shall, to the end that extent it has not been exercised by the provisions effective date of this Note shall be applicable after that eventsuch Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event terminate upon conversion the completion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1such Transaction.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personotherwise, then, as a part of such reorganization, merger, merger or consolidation, sale if any portion of the Warrant remains unexercised prior to such reorganization, merger or transferconsolidation, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the periods specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, merger or consolidation, sale or transfer that which a holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale consolidation or transfer merger if this Note Warrant had been converted exercised immediately before such reorganization, merger, merger or consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 410. The foregoing provisions of this Section 4.1 10.1 shall similarly apply to successive reorganizations, consolidations, consolidations or mergers, sales and transfers and to the stock or securities of any other corporation. If corporation which are at the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then time receivable upon the value exercise of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredthis Warrant. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, entity or a merger (including a reverse triangular merger) in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personand assets, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests interest of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale sale, lease or other transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of and as a condition to such reorganization, merger, consolidation, sale sale, lease or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to purchase and receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4Section. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares shares, securities or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if had this Note had Warrant been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (i) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personotherwise, then, as a part of such reorganization, merger, merger or consolidation, sale if any portion of the Warrant remains unexercised prior to such reorganization, merger or transferconsolidation, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the periods specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, merger or consolidation, sale or transfer that which a holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale consolidation or transfer merger if this Note Warrant had been converted exercised immediately before such reorganization, merger, merger or consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 410. The foregoing provisions of this Section 4.1 10.1 shall similarly apply to successive reorganizations, consolidations, consolidations or mergers, sales and transfers and to the stock or securities of any other corporation. If corporation which are at the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then time receivable upon the value exercise of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredthis Warrant. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personcorporation or other entity, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation or other entity resulting from such reorganization, merger, consolidation, merger, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions provision of this Section 4.1 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation or other entity that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the fair market value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredaccordance with Section 3(b)(ii). In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains outstanding Warrant is exercisable and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personcorporation or other entity, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation or other entity resulting from such reorganization, merger, consolidation, merger, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 49. The foregoing provisions provision of this Section 4.1 9(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation or other entity that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined by the Board of Directors in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, ---------------------------- or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, then as a part of such reorganization, merger, consolidation, sale or transfer, transfer lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 46. The foregoing provisions of this Section 4.1 6 shall similarly apply to successive reorganizationsreorganization, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be occur (ai) a reorganization (the sale, conveyance, exchange, license or other than a combination, reclassification, exchange transfer of all or subdivision substantially all of shares otherwise provided for herein)the intellectual property or assets of the Company, (bii) any acquisition of the Company by means of a consolidation, stock exchange, merger or consolidation other form of corporate reorganization of the Company with or into another any other corporation in which the Company is not Company’s stockholders prior to the surviving entity, consolidation or merger own less than a merger in which majority of the Company is voting securities of the surviving entity but or (iii) any transaction or series of related transactions following which the shares Company’s stockholders prior to such transaction or series of related transactions own less than a majority of the Company's capital stock outstanding immediately prior to the merger are converted by virtue voting securities of the merger into other propertyCompany (collectively, whether in a “Change of Control”), this Warrant shall cease to represent the form right to receive Exercise Shares and shall automatically and without further action represent the right to receive upon exercise of securitiesthis Warrant, cash or otherwise or (c) a sale or transfer during the period specified herein and upon payment of the Company's stockExercise Price then in effect, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property offered to the Company’s holders of the successor corporation resulting from Common Stock in connection with such reorganization, merger, consolidation, sale or transfer Change of Control that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer Change of Control if this Note Warrant had been converted exercised immediately before such reorganizationChange of Control, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 45. The foregoing provisions of this Section 4.1 5(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be occur (ai) a reorganization (the sale, conveyance, exchange, license or other than a combination, reclassification, exchange transfer of all or subdivision substantially all of shares otherwise provided for herein)the intellectual property or assets of the Company, (bii) any acquisition of the Company by means of a consolidation, stock exchange, merger or consolidation other form of corporate reorganization of the Company with or into another any other corporation in which the Company is not Company’s stockholders prior to the surviving entity, consolidation or merger own less than a merger in which majority of the Company is voting securities of the surviving entity but or (iii) any transaction or series of related transactions following which the shares Company’s stockholders prior to such transaction or series of related transactions own less than a majority of the Company's capital stock outstanding immediately prior to the merger are converted by virtue voting securities of the merger into other propertyCompany (collectively, whether in a “Change of Control”), this Warrant shall cease to represent the form right to receive the Exercise Shares and shall automatically and without further action represent the right to receive upon exercise of securitiesthis Warrant, cash or otherwise or (c) a sale or transfer during the period specified herein and upon payment of the Company's stockExercise Price then in effect, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property offered to the Company’s holders of the successor corporation resulting from Common Stock in connection with such reorganization, merger, consolidation, sale or transfer Change of Control that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer Change of Control if this Note Warrant had been converted exercised immediately before such reorganizationChange of Control, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 45. The foregoing provisions of this Section 4.1 5(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be a: (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock Common Stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion of this Warrant, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares of the capital stock of the Company deliverable upon conversion of exercise if this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if of this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 45. The foregoing provisions of this Section 4.1 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, --------------------------- or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, property whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part this Warrant shall thereafter represent the right to acquire the number of shares of stock or other securities which the Holder of this Warrant would have owned immediately after the consummation of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that if the Holder shall thereafter be entitled to receive by converting of this Note Warrant had exercised this Warrant immediately before the number of shares of stock or other securities or property effective date of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4transfer. The foregoing provisions of this Section 4.1 11(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein)) of the Company, (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personotherwise, then, as a part of such reorganization, merger, merger or consolidation, sale if any portion of the Warrant remains unexercised prior to such reorganization, merger or transferconsolidation, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the periods specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, merger or consolidation, sale or transfer that which a holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale consolidation or transfer merger if this Note Warrant had been converted exercised immediately before such reorganization, merger, merger or consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 410. The foregoing provisions of this Section 4.1 10.1 shall similarly apply to successive reorganizations, consolidations, consolidations or mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, entity or a merger (including a reverse triangular merger) in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personand assets, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests interest of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions Provisions of this Section 4.1 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or of consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so made, and such provision shall be binding upon the Holder of this Warrant, such that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, merger, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange exchange, or subdivision of shares otherwise as provided for hereinin Sections 3.1.2 and 3.1.3), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or cash or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 43. The foregoing provisions of this Section 4.1 3.1.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or and securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of Holder the holder hereof after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be occur (ai) a reorganization (the sale, conveyance, exchange, license or other than a combination, reclassification, exchange transfer of all or subdivision substantially all of shares otherwise provided for herein)the intellectual property or assets of the Company, (bii) any acquisition of the Company by means of a consolidation, stock exchange, merger or consolidation other form of corporate reorganization of the Company with or into another any other corporation in which the Company is not Company’s stockholders prior to the surviving entity, consolidation or merger own less than a merger in which majority of the Company is voting securities of the surviving entity but (or if the shares surviving entity is a subsidiary, its parent) or (iii) any transaction or series of related transactions following which the Company’s stockholders prior to such transaction or series of related transactions own less than a majority of the Company's capital stock outstanding immediately prior to the merger are converted by virtue voting securities of the merger into other propertyCompany (collectively, whether in a “Change of Control”), this Warrant shall cease to represent the form right to receive Exercise Shares and shall automatically and without further action represent the right to receive upon exercise of securitiesthis Warrant, cash or otherwise or (c) a sale or transfer during the Exercise Period and upon payment of the Company's stockExercise Price then in effect, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property offered to the Company’s holders of the successor corporation resulting from Common Stock in connection with such reorganization, merger, consolidation, sale or transfer Change of Control that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer Change of Control if this Note Warrant had been converted exercised immediately before such reorganizationChange of Control, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains --------------------------- Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, property whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part this Warrant shall thereafter represent the right to acquire the number of shares of stock or other securities which the Holder of this Warrant would have owned immediately after the consummation of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that if the Holder shall thereafter be entitled to receive by converting of this Note Warrant had exercised this Warrant immediately before the number of shares of stock or other securities or property effective date of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4transfer. The foregoing provisions of this Section 4.1 11.(b) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of substantially all of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (other than a Change of Control). If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson (any such event, in (i), (ii) and (iii), a “Fundamental Transaction”), then, except in the case of a Change of Control which will be governed by Section 2, as a part of such reorganization, merger, consolidation, sale or transferFundamental Transaction, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 413. The foregoing provisions of this Section 4.1 13.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant. The Company For the sake of clarification, any Fundamental Transaction which also constitutes a Change of Control shall be obligated governed by Section 2, and the provisions of this 13.1 shall not apply to retain and set aside, or otherwise make fair provision for exercise such Change of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Control transaction.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation entity in which the Company is not the surviving entity, entity or a merger (including a reverse triangular merger) in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of all or substantially all of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation entity resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 47. The foregoing provisions of this Section 4.1 7(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests interest of Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains the Series C Preferred Stock, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company Corporation with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company Corporation is the surviving entity but the shares of the CompanyCorporation's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the CompanyCorporation's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, then as a part of such reorganization, merger, consolidation, sale or transfer, transfer lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting this Note upon conversion of the Series C Preferred Stock, during the period specified herein, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note Holder would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note the Series C Preferred Stock had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 46.2(a). The foregoing provisions of this Section 4.1 6.2(a) shall similarly apply to successive reorganizationsreclassification, changes, consolidations, mergers, mandatory share exchanges and sales and transfers and to the stock or securities of any other corporationtransfers. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Certificate of Designations with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Certificate of Designations shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Series C Preferred Stock.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange exchange, or subdivision of shares otherwise as provided for hereinin Sections 3.4 and 3.5), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or cash or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder Holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 43. The foregoing provisions of this Section 4.1 3.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or and securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder hereof after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Companycompany's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4SECTION 11. The foregoing provisions of this Section 4.1 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property properly of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject Sell, lease, transfer or otherwise dispose of all or a substantial portion of its assets or business to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) Person or purchase or otherwise acquire all or a reorganization (other than a combination, reclassification, exchange or subdivision substantial portion of shares otherwise provided for herein), (b) a merger or consolidation any assets of the Company with or into another corporation in which the Company is not the surviving entityany Person, or all or a merger in which the Company is the surviving entity but substantial portion of the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into or other property, whether ownership interest in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, thennor sell, lease, transfer, abandon or otherwise dispose of assets, nor sell, pledge or otherwise dispose of any shares of the stock (including as "stock" for the purposes of this Section any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of a Subsidiary or any Debt of any Subsidiary, nor will any Subsidiary issue, sell, pledge or otherwise dispose of any shares of its own Subsidiary Stock; nor merge or consolidate with any other Person; provided, however, (i) any of the foregoing shall be permitted if permitted under Section 5.10 of the Existing Note Agreements, which Section 5.10 of the Existing Note Agreements (including all subsections thereof), together with all defined terms used therein and exhibits referred to therein, is by this reference incorporated in and made a part of such reorganizationthis Agreement with the same force and effect as though herein set forth in full, mergerexcept that (A) Section 5.10(a)(3) of the Existing Note Agreements is excluded and not incorporated herein, consolidationand all transactions described therein shall not be permitted, sale or transfer, lawful provision and (B) all references in Section 5.10(a)(2) of the Existing Note Agreements to the "Notes" and "this Agreement" shall be made so that Holder shall thereafter be entitled deemed references to receive the Notes issued by converting the Company to the Banks hereunder and this Note Agreement among the number of shares of stock or other securities or property Company, the Banks and the Agent, respectively, and all references in Section 5.10 of the successor corporation resulting from Existing Note Agreements to an "Event of Default" and "Default" shall mean an Event of Default hereunder and any event or condition which with notice or lapse of time, or both, would become such reorganizationan Event of Default hereunder, mergerrespectively, consolidation, sale and (ii) any Subsidiary may be dissolved or transfer that a holder merged out of the shares deliverable upon conversion existence so long as any assets of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and Subsidiary are transferred to the stock Company or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Subsidiary.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, ---------------------------- or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger (other than a mere reincorporation merger) or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect or by converting this Note net exercise pursuant to Section 4.d., the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion such exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer transfer, if this Note Warrant had been converted exercised immediately before the consummation of such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired If there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation entity, in which the Company is not the surviving entity, entity or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger Class A Common Stock are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or prop- erties and assets as, or substantially as, an entirety to any other Personentirety, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, in lieu of Class A Common Stock, the number of shares of stock or other securities or property of the surviving or successor corporation resulting from receivable by the Holder upon such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 49. The foregoing provisions of this Section 4.1 9.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, --------------------------- or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation entity in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson or persons (which person or persons shall, for purposes of this Warrant, be considered a successor to the Company even if for other purposes such person or persons would not be deemed a successor) (each, an "Exchange Event"), then, as a part of such Exchange Event, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon proper exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, (A) to the extent the consideration received by the Company or its shareholders consists of stock or other securities, the number of shares of stock or other securities of the successor company resulting from such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such Exchange Event if this Warrant had been exercised immediately before such Exchange Event, and (B) to the extent that the consideration received by converting this Note the Company or its shareholders in connection with such Exchange Event consists of cash or property other than securities, the number of shares of common stock (or its equivalent) of the successor company that could be purchased at the fair market value of such securities on the closing date of the Exchange Event for the total value of the cash and/or property other than securities to which the Holder would have been entitled if this Warrant had been exercised immediately prior to the record date taken in connection with such Exchange Event, in both cases (A) and (B) subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation which are at the time receivable upon the exercise of this Warrant. If the shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder transfer, to which Holder would be entitled upon exercise hereof in lieu of shares of Common Stock of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganizationCompany, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is are in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near nearly as reasonably may bebe feasible, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant. The Company shall be obligated represents and warrants that it will take whatever action is necessary to retain and set aside, or otherwise make fair provision for exercise ensure that any successors are bound by the terms of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.111.2.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant is outstanding and unexpired there shall be (a) a reorganization (other than a combinationCorporate Transaction, reclassification, exchange or subdivision of shares otherwise provided for hereinas defined in Section 7(b), (b) a merger or consolidation of and if the Company with or into another corporation declines in which the Company is not the surviving entity, or a merger writing to exercise those Repurchase Rights as set forth in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transferSection 7, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock Shares or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder Holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer Corporate Transaction if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)Corporate Transaction, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers Corporate Transactions and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 44.7. The foregoing provisions of this Section 4.1 4.7 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation Person in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationARTICLE 3. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personcorporation or other entity, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Warrant Price then in effect, the number of shares of stock or other securities or property of the successor corporation or other entity resulting from such reorganization, merger, consolidation, merger, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 43. The foregoing provisions provision of this Section 4.1 3.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If corporation or other entity that are at the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then time receivable upon the value exercise of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredthis Warrant. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be occur (ai) a reorganization (the sale, conveyance, exchange, license or other than a combination, reclassification, exchange transfer of all or subdivision substantially all of shares otherwise provided for herein)the intellectual property or assets of the Company, (bii) any acquisition of the Company by means of a consolidation, stock exchange, merger or consolidation other form of corporate reorganization of the Company with or into another any other corporation in which the Company is not Company’s stockholders prior to the surviving entity, consolidation or merger own less than a merger in which majority of the Company is voting securities of the surviving entity but or (iii) any transaction or series of related transactions following which the shares Company’s stockholders prior to such transaction or series of related transactions own less than a majority of the Company's capital stock outstanding immediately prior to the merger are converted by virtue voting securities of the merger into other propertyCompany (collectively, whether in a “Change of Control”), this Warrant shall cease to represent the form right to receive Exercise Shares and shall automatically and without further action represent the right to receive upon exercise of securitiesthis Warrant, cash or otherwise or (c) a sale or transfer during the period specified herein and upon payment of the Company's stockExercise Price then in effect, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property offered to the Company’s holders of the successor corporation resulting from Common Stock in connection with such reorganization, merger, consolidation, sale or transfer Change of Control that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer Change of Control if this Note Warrant had been converted exercised immediately before such reorganizationChange of Control, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired unexpired, there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinin Section 9 hereof), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment for other future events as provided in this Section 49. The foregoing provisions of this Section 4.1 10 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable applied after that event, as near nearly as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Option or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, entity or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Option shall thereafter be entitled to receive by converting upon exercise of this Note Option, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Option would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Option had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4Article VI. The foregoing provisions of this Section 4.1 6.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Option. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration consideration, shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Option with respect to the rights and interests interest of Holder the Option after the transaction, to the end that the provisions of this Note Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Option.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), including without limitation a reorganization of the Company into a holding company structure, (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 413. The foregoing provisions of this Section 4.1 13.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value cash equivalency of such consideration shall be determined in good faith by the Company's Board of Directors based on and the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredholder hereof shall accept such cash equivalency in exchange for such share consideration. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 46. The foregoing provisions of this Section 4.1 6.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation corporation, partnership, limited liability company, or other entity in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Warrant Price, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares Warrant Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation3. If the per share consideration payable to the Holder hereof of this Warrant for shares securities in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, reorganization merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than tha cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.this

Merger, Sale of Assets, etc. Subject to Section 4.2, if (other than a Change of Control). If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson (any such event, in (i), (ii) and (iii), a "Fundamental Transaction"), then, except in the case of a Change of Control which will be governed by Section 2, as a part of such reorganization, merger, consolidation, sale or transferFundamental Transaction, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 413. The foregoing provisions of this Section 4.1 13.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant. The Company For the sake of clarification, any Fundamental Transaction which also constitutes a Change of Control shall be obligated governed by Section 2, and the provisions of this 13.1 shall not apply to retain and set aside, or otherwise make fair provision for exercise such Change of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Control transaction.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation entity in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares capital stock of the Company's capital stock Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (cb) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Person, thenand if, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be provisions are made so that Holder shall the holders of securities are thereafter be entitled to receive by converting this Note the number of cash or shares of stock or other securities or property of the successor corporation entity resulting from such reorganization, merger, consolidation, sale or transfer transfer, the Company shall then ensure that a holder the Holder also shall be entitled to cash or shares of stock or other securities or property of the shares deliverable upon conversion of this Note would have been entitled to receive in successor entity resulting from such reorganization, consolidation, merger, sale or transfer as if this Note Warrant had been converted exercised in full immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The Company represents and covenants that the foregoing provisions of this Section 4.1 12 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or freely marketable securities, then the value of such consideration shall be determined in good faith by mutual agreement of the Holder and the Company's Board of Directors based on the amount the Holder would have otherwise been entitled , subject to receive had the transaction or transactions not occurredSection 5.5. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety entity to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, merger, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4(h). The foregoing provisions of this Section 4.1 (h)(7) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (other than a Change of Control). If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson (any such event, in (i), (ii) and (iii), a "Fundamental Transaction"), then, except in the case of a Change of Control, as a part of such reorganizationFundamental Transaction, merger, consolidation, sale the successor corporation or transfer, lawful provision entity shall be made so assume in writing all of the obligations of the Company under this Warrant pursuant to written instrument substantially similar in form and substance to this Warrant such that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein, the number of shares of stock or other securities or property of the successor corporation or entity resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. Notwithstanding the foregoing, at the request of the Holder delivered at any time commencing on the earliest to occur of (A) the public disclosure of any Fundamental Transaction in which the successor corporation or entity is not a publicly traded entity whose common equity or ordinary shares, as the case may be, is quoted on or listed for trading on an Eligible Board or Market, (B) the consummation of any such Fundamental Transaction and (C) the Holder first becoming aware of any such Fundamental Transaction through the date that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the successor corporation or entity (as the case may be 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 Change of Control), an amount equal to (x) in the event that such payment date is on or prior to the second anniversary of the Warrant Issue Date, the Black Scholes Value of the remaining unexercised portion of this Warrant on the effective date of such Fundamental Transaction, payable in cash, or (y) in the event that such payment date is after the second anniversary of the Warrant Issue Date, an amount equal to (i) the product of the remaining number of shares of Common Stock issuable upon exercise of this Warrant times the consideration per share of Common Stock paid or payable to each holder of Common Stock in such Fundamental Transaction, minus (ii) the aggregate Exercise Price, payable in case. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant. The Company shall be obligated to retain and set asideNotwithstanding the foregoing, or otherwise make fair provision for exercise in the event of a Change of Control, at the right request of the Holder delivered at any time commencing on the earliest to receiveoccur of (A) the public disclosure of any Change of Control, (B) the consummation of any Change of Control and (C) the Holder first becoming aware of any Change of Control through the date that is ninety (90) days after the public disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the successor corporation or entity (as the case may be) 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 Change of Control), an amount equal to (x) in the event that such payment date is on or prior to the second anniversary of the Warrant Issue Date, the Black Scholes Value of the remaining unexercised portion of this Warrant on the effective date of such Change of Control, payable in cash or (y) in the event that such payment date is after the second anniversary of the Warrant Issue Date, an amount equal to (i) the product of the remaining number of shares of stock and/or other securitiesCommon Stock issuable upon exercise of this Warrant times the consideration per share of Common Stock paid or payable to each holder of Common Stock in such Change of Control, cash or other property provided for minus (ii) the aggregate Exercise Price, payable in this Section 4.1case.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue Expiration Date the Corporation proposes to effect an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger into other property, whether or consolidation) that results in the form of securities, cash or otherwise or (c) a sale or transfer of 50% or more of the Company's stock, properties outstanding voting power of the Corporation or assets as, sell or convey all or substantially as, an entirety all of the Corporation’s assets to any other Personentity (each, a “Change of Control”), then, as a part condition of such reorganizationChange of Control, mergerthe Corporation or its successor, consolidationas the case may be, sale or transfer, shall enter into a supplemental agreement to make lawful and adequate provision shall be made so that whereby the Holder shall thereafter be entitled have the right to receive receive, upon exercise of the Warrant, the kind and amount of equity securities which would have been received upon such Change of Control by converting this Note a Holder of a number of shares of common stock equal to the number of shares of stock or other securities or property issuable upon exercise of the successor corporation resulting from Warrant immediately prior to such reorganization, merger, consolidation, sale or transfer that a holder Change of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationControl. If the per share consideration payable property to be received upon such Change of Control is not equity securities, or in the event of an initial public offering of securities of the Corporation registered under the Act (whether or not such public offering would be deemed a Change of Control), the Corporation shall give the Holder hereof for shares of this Warrant twenty (20) business days prior written notice of the proposed effective date of such transaction, and if this Warrant has not been exercised by or on the effective date of such transaction, it shall terminate. Notwithstanding the foregoing, in connection with any the event of a public offering or Change of Control, the Holder shall have the right to deliver a Notice of Exercise to the Corporation conditioned upon consummation of such public offering or Change of Control transaction (a “Conditional Notice”). In the event of a Conditional Notice, this Warrant shall be exercised only in the event such transaction is in a form other than cash or marketable securitiesconsummated, then and shall be deemed so exercised immediately prior to the value consummation of such consideration shall be determined in good faith by the Company's Board public offering or Change of Directors based on the amount the Holder would have otherwise been entitled Control transaction (but after giving effect to receive had the transaction or transactions not occurred. In all events, appropriate any adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Exercise Price).

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant Agreement, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation or entity in which the Company is not the surviving entity, or a share exchange or reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger or share exchange are exchanged or converted by virtue of the merger or share exchange into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale sale, lease, license or other transfer of all or substantially all of the Company's stock, ’s properties or assets as, or substantially as, an entirety to any other Personperson or entity, then, as a part of such reorganization, merger, consolidation, sale exchange or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant Agreement, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale exchange or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant Agreement would have been entitled to receive in such reorganization, merger, consolidation, merger, sale exchange or transfer if this Note Warrant Agreement had been converted exercised immediately before the record date of (or the date of, if no record date is fixed) such reorganization, merger, consolidation, sale exchange or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 4(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales exchanges and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant Agreement. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be reasonably determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as reasonably determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant Agreement with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant Agreement shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant Agreement.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains any Option is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company or VIP-R, as the case may be, with or into another corporation in which the Company or VIP-R, as the case may be, is not the surviving entity, entity or a merger in pursuant to which the Company is the surviving entity but the shares of the Company's or VIP-R's capital stock outstanding immediately prior to the reorganization, merger or consolidation are converted by virtue of the reorganization, merger or consolidation into other property, whether in the form of securities, cash property, cash, or otherwise (including, in each case, any merger or consolidation of the Company with or into VIP-R), or (cii) a sale or transfer of the Company's stock, or VIP-R's properties or and assets as, or substantially as, an entirety to any other PersonPerson and in connection with such sale or transfer holders of the VIP Shares, thenVIP Preferred Shares or VIP-R Shares, as a part the case may be, receive property, whether in the form of securities, property, cash, or otherwise, then (A) such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder Option shall thereafter be entitled represent the right to receive by converting this Note acquire or sell, as the case may be, such number of shares of stock or and other securities and such amount of property and cash as have been issued or property paid on or prior to the date of the Notice of Exercise with respect to such Option in such reorganization, consolidation, merger, sale or transfer with respect to the number of VIP Shares, VIP Preferred Shares or VIP-R Shares, as the case may be, that would have been deliverable upon exercise of such Option, (B) in the event that the Company is not the surviving entity, the term "Control Threshold" shall thereafter refer to the ownership by Telenor, together with any Permitted Transferees of Telenor, of more than fifty percent (50%) of the outstanding voting capital stock of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder and (C) the aggregate Exercise Price payable in respect of the shares deliverable upon conversion shares, securities and other property that are subject to such Option pursuant to clause (A) of this Note Section (a) of Article V shall equal the aggregate Exercise Price that would have been entitled payable in respect of the VIP Shares, VIP Preferred Shares or VIP-R Shares, as the case may be, subject to receive in such reorganization, consolidation, merger, sale or transfer if this Note Option had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)occurred, all in each case, subject to further adjustment as provided in this Section 4. Article V. The foregoing provisions of this Section 4.1 Article V shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the shares of stock or securities of any other corporation. If corporation that are at the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then time receivable upon the value exercise of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredOption. In all events, appropriate adjustment (as determined Eco Telecom and Telenor shall negotiate in good faith by the Company's Board of Directors) to provide that appropriate adjustment shall be made in the application of the provisions of this Note such Option with respect to the rights and interests of Holder Eco Telecom and Telenor after the transaction, to the end that the provisions of this Note such Option shall be applicable after that such event, as near as reasonably may be, in relation to any shares or other property deliverable after that as a result of such event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise in respect of the right of the Holder to receiveVIP Shares, the shares of stock and/or other securities, cash VIP Preferred Shares or other property provided for in this Section 4.1VIP-R Shares.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the term of this Warrant as set forth in Section 1 and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationother, corporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation entity in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares capital stock of the Company's capital stock Company outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, thenand if, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be provisions are made so that Holder shall the holders of securities are thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation entity resulting from such reorganization, merger, consolidation, sale or transfer transfer, the Company shall then ensure that a holder the Holder also shall be entitled to shares of stock or other securities or property of the shares deliverable upon conversion of this Note would have been entitled to receive in successor entity resulting from such reorganization, consolidation, merger, sale or transfer as if this Note Warrant had been converted exercised in full immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The Company represents that the foregoing provisions of this Section 4.1 11 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationentity which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue Expiration Date the Corporation proposes to effect an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger into other property, whether or consolidation) that results in the form of securities, cash or otherwise or (c) a sale or transfer of 50% or more of the Company's stock, properties outstanding voting power of the Corporation or assets as, sell or convey all or substantially as, an entirety all of the Corporation’s assets to any other Personentity (each, a “Change of Control”), then, as a part condition of such reorganizationChange of Control, mergerthe Corporation or its successor, consolidationas the case may be, sale or transfer, shall enter into a supplemental agreement to make lawful and adequate provision shall be made so that whereby the Holder shall thereafter be entitled have the right to receive receive, upon exercise of the Warrant, the kind and amount of equity securities which would have been received upon such Change of Control by converting this Note a Holder of a number of shares of common stock equal to the number of shares of stock or other securities or property issuable upon exercise of the successor corporation resulting from Warrant immediately prior to such reorganization, merger, consolidation, sale or transfer that a holder Change of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationControl. If the per share consideration payable property to be received upon such Change of Control is not equity securities, or in the event of an initial public offering of securities of the Corporation registered under the Act (whether or not such public offering would be deemed a Change of Control), the Corporation shall give the Holder hereof for shares of this Warrant twenty (20) business days prior written notice of the proposed effective date of such transaction, and if this Warrant has not been exercised by or on the effective date of such transaction, it shall terminate. Notwithstanding the foregoing, in connection with any the event of a public offering or Change of Control, the Holder shall have the right to deliver a Notice of Exercise to the Corporation conditioned upon consummation of such public offering or Change of Control transaction (a “Conditional Notice”). In the event of a Conditional Notice, this Warrant shall be exercised only in the event such transaction is in a form other than cash or marketable securitiesconsummated, then and shall be deemed so exercised immediately prior to the value consummation of such consideration shall be determined in good faith by public offering or Change of Control transaction (but after giving effect to any adjustment to the Exercise Price). Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the ’s application requesting confidential treatment under Rule 24b-2 of the provisions Securities Exchange Act of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.11934.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, entity or a merger (including a reverse triangular merger) in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personand assets, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests interest of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant Agreement, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation or entity in which the Company is not the surviving entity, or a share exchange or reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are exchanged or converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale sale, transfer or transfer lease of all or substantially all of the Company's stock, properties or assets as, or substantially as, an entirety to any other Personperson or entity, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive by converting upon exercise of this Note Warrant Agreement, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant Agreement would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant Agreement had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 45. The foregoing provisions of this Section 4.1 5(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant Agreement. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be reasonably determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as reasonably determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant Agreement with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant Agreement shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant Agreement.

Merger, Sale of Assets, etc. Subject to the provisions of Section 4.21 --------------------------- hereof, if at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation or other entity in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock Common Shares outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 49. The foregoing provisions of this Section 4.1 9(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Option or any portion hereof is outstanding and unexpired unexpired, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, entity or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Option shall thereafter be entitled to receive by converting upon exercise of this Note Option, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Option would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Option had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4Article VI. The foregoing provisions of this Section 4.1 6.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Option. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Option with respect to the rights and interests interest of Holder the Option after the transaction, to the end that the provisions of this Note Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Option.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange exchange, or subdivision of shares otherwise as provided for hereinin Sections 3.3 and 3.4), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or cash or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder Holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, consolidation, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 43. The foregoing provisions of this Section 4.1 3.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or and securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per- share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on and in the amount event the Holder would have otherwise been entitled to receive had the transaction or transactions not occurreddisagrees with such valuation, a reputable investment banking firm shall be appointed in accordance Section 1.5. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder hereof after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired unexpired, and subject to the provisions of Paragraph 1, there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinin this Warrant), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified in this Warrant and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 4Paragraph. The foregoing provisions of this Section 4.1 subparagraph shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The constituent documents effecting any such reorganization, consolidation, sale or transfer shall provide for adjustments that shall be as nearly equivalent as may be practicable to the agreements in this Section 11.1. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if (a) If at any time time, while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, not the original Common Stock but instead the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that which a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation which are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2If, if at any time while this Note remains Warrant or any portion thereof is outstanding and unexpired unexpired, there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (c) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 46. The foregoing provisions of this Section 4.1 6.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion thereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or of consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, merger, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 412. The foregoing provisions of this Section 4.1 12(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.

Merger, Sale of Assets, etc. Subject to Section 4.2, if If at any time while this Note remains Warrant, or any portion hereof, is outstanding and unexpired there shall be (ai) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (bii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash cash, or otherwise otherwise, or (ciii) a sale or transfer of the Company's stock, ’s properties or and assets as, or substantially as, an entirety to any other Personperson, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder the holder of this Warrant shall thereafter be entitled to receive by converting upon exercise of this Note Warrant, during the term of this Warrant as set forth in Section 1 and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained)transfer, all subject to further adjustment as provided in this Section 411. The foregoing provisions of this Section 4.1 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporationcorporation that are at the time receivable upon the exercise of this Warrant. If the per per-share consideration payable to Holder the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's ’s Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurredDirectors. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1Warrant.