Common use of Mergers and Reclassifications Clause in Contracts

Mergers and Reclassifications. If there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase at a total price not to exceed that payable upon exercise of the Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there shall be any reclassification, capital reorganization or change of the Common Series D Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series D Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Series D Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series D Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series D Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Series D Warrant in full and the conversion into shares of Common Stock of all shares of Series D Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there ----------------------------- shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If there shall be any reclassification, capital reorganization or change of after the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of date hereof the Company with, or merger of the Company into, another corporation or other business organization shall enter into any Reorganization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stockas hereinafter defined), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyanceReorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance Reorganization by a holder of the number of shares of Common Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceReorganization, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunderhereunder and the provisions relating to the net issue election) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The For the purposes of this SECTION 11, the term "REORGANIZATION" shall include without limitation any reclassification, capital reorganization or change of the Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in SECTION 9 hereof), or any consolidation of the Company will notwith, by amendment to its Certificate or merger of Incorporation or through any reorganizationthe Company into, recapitalization another corporation or other voluntary actionbusiness organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Preferred Stock), avoid or seek any sale or conveyance to avoid another corporation or other business organization of all or substantially all of the observance hereof but will at all times in good faith assist in carrying out assets of the Company. Notwithstanding the term of this Warrant fixed pursuant to SECTION 7 above and the provisions hereof in order of this SECTION 11, the right to protect purchase Preferred Stock as granted herein shall expire, to the rights extent not previously exercised, immediately upon the closing of a merger or consolidation of the Holder against impairmentCompany with or into another corporation when the Company is not the surviving corporation (other than a merger or consolidation for the principal purpose of changing the domicile of the Company), or the sale of all or substantially all of the Company's capital stock, properties and assets to any other person, in each case where the stockholders of the Company immediately prior to such merger, consolidation or sale of assets own (directly or indirectly) less than 50% of the voting securities of the surviving entity or purchaser of assets in such transaction (collectively, a "Merger"), except to the extent assumed by the successor corporation (or parent thereof) in connection with such Merger. In the event that any outstanding warrants to purchase equity securities of the Company are assumed, this Warrant shall also be similarly assumed.

Mergers and Reclassifications. If after the date hereof there ----------------------------- shall be any reclassification, capital reorganization or change of the Common Series A Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series A Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series A Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series A Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series A Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Authorization Date there shall be any reclassification, capital reorganization or change of the Common Series A Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series A Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series A Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series A Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series A Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment In no event shall the Purchase Price per share be reduced to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid below the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairmentthen existing par value for one share.

Mergers and Reclassifications. If after the date hereof there shall be ----------------------------- any reclassification, capital reorganization or change of the Common Series A Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series A Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series A Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series A Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series A Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date, there shall be any reclassification, capital reorganization or change of the Common Stock Warrant Securities (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common StockWarrant Securities), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder Holder of the number of shares of Common Stock Warrant Securities which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no Holders of Warrant Securities at such time, by a holder of the number of shares of Warrant Securities which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Warrant Securities of all shares of Warrant Securities receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If there after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Next Round Stock or, at Holder’s option if the Next Round Financing has not closed, the Prior Preferred Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include without limitation any reclassification, capital reorganization or change of the Common Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing surviving corporation and which does not result in any reclassification or change of the outstanding Common StockPreferred Stock and other than any Merger that results in the automatic exercise of this Warrant pursuant to Section 7 hereof), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase at a total price not to exceed that payable upon exercise of the Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the date hereof there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 7(b) hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the Warrant Option in full, the kind and amount of shares of stock and other securities and property receivable which the Holder would have received upon such 6 reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by if the Holder had exercised the Option in full immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Option Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the date of this Warrant there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Common Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there ----------------------------- shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, conveyance and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there shall be any reclassification, capital reorganization or change of the Common Series D Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series D Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series D Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series D Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series D Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If there after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Preferred Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term "Reorganization" shall include without limitation any reclassification, capital reorganization or change of the Common Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing surviving corporation and which does not result in any reclassification or change of the outstanding Common Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company. Notwithstanding the term of this Warrant fixed pursuant to Section 7 above and the provisions of this Section 11, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase at Preferred Stock as granted herein shall expire, to the extent not previously exercised, immediately upon the closing of a total price not to exceed that payable upon exercise merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation (other than a merger or consolidation for the principal purpose of changing the domicile of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, in each case where the shareholders of the Company immediately prior to such merger, consolidation or sale of assets own (directly or indirectly) less than 50% of the voting securities of the surviving entity or purchaser of assets in such transaction (collectively, a "Merger"), provided, that the Holder realizes a value per share for the Warrant equal to or greater than two times the Purchase Price per share (as adjusted pursuant to this Warrant) (the "Minimum Value"). The Company shall notify the Holder, in fullaccordance with Section 13 below, of any proposed Merger, and if the Company fails to deliver such notice, then notwithstanding anything to the contrary in this Warrant, the kind and amount of rights to purchase the Company's Preferred Stock (or the shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance Merger by a holder of Preferred Stock (the number "Other Consideration")) shall not expire until the later of shares (i) the closing of Common the Merger or (ii) ten (10) business days after actual receipt by Holder of such notice; provided however, that notwithstanding the foregoing in no event shall the right to purchase Preferred Stock which might have been purchased by (or Other Consideration) under this Warrant expire under this Section 11 unless the Holder immediately receives written notice of the proposed Merger at least five (5) business days prior to the closing of such reclassificationMerger and the Holder realizes at least the Minimum Value. If the closing of the Merger does not take place after such notice to the Holder, reorganization, change, consolidation, merger, sale or conveyancethe Company shall promptly notify the Holder that such proposed transaction has been terminated, and in the Holder may rescind any exercise of its purchase rights promptly after such case appropriate provisions shall be made with respect to the rights and interests notice of termination of the proposed transaction if the exercise of the Warrant occurred after the Company notified the Holder to the end that the provisions hereof (including without limitationMerger was proposed, provisions for or if the adjustment exercise was otherwise precipitated by such proposed Merger. In the event of such rescission, the Purchase Price Warrant will continue to be exercisable on the same terms and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairmentconditions contained herein.

Mergers and Reclassifications. If after the Authorization Date there ----------------------------- shall be any reclassification, capital reorganization or change of the Common Series A Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series A Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series A Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series A Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series A Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the date hereof there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the CompanyCompany (each an "Acquisition Event"), then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyanceAcquisition Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance Acquisition Event by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceAcquisition Event, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will notNotwithstanding anything to the contrary herein, by amendment the Holder must exercise this Warrant prior to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights consummation of the Holder against impairmentAcquisition Event, and if this Warrant is not so exercised, it shall terminate upon the consummation of such Acquisition Event.

Mergers and Reclassifications. If after the Original Issue Date (as defined in Section 14 hereof) there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger (i) in which the stockholders of the Company is immediately before such transaction hold immediately after such transaction stock representing in excess of 50% of the continuing corporation voting power of the surviving or resulting entity and (ii) which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder holders of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including including, without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the date hereof there shall be ----------------------------- any reclassification, capital reorganization or change of the Common Series D Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 8 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series D Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series D Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series D Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series D Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Term Commencement Date there shall be any (x) reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or (y) any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or (z) any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Notwithstanding the foregoing, if, in connection with any consolidation, merger, sale or conveyance described in clauses (y) or (z), above, the Company will notshall be required to cause this Warrant to be terminated prior to the consummation of such transaction, by amendment the Company shall provide written notice of such termination event to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairmentand this Warrant shall terminate on the date that is 30 days after the date of such notice to the Holder, and shall be void thereafter.

Mergers and Reclassifications. If after the Original Issue Date there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Common Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Common Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If there shall be any reclassification, capital reorganization or change of the Common Series E Preferred Stock (other than as a result of a subdivision, subdivision combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series E Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, reorganization change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, Holder so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, reorganization change, consolidation, merger, merger sale or conveyance by a holder of the number of shares of Common Series E Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series E Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series E Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the date hereof there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 7(b) hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the Warrant Option in full, the kind and amount of shares of stock and other securities and property receivable which the Holder would have received upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by if the Holder had exercised the Option in full immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Option Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there ----------------------------- shall be any reclassification, capital reorganization reorganization, automatic conversion pursuant to Section 5(m) of Article 4 of the Company's Second Amended and Restated Certificate of Incorporation, or other change of the Common Series D Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Series D Preferred Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, capital reorganization, automatic conversion, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization, automatic conversion, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Series D Preferred Stock which might have been purchased by the Holder immediately prior to such reclassification, capital reorganization, automatic conversion, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Series D Preferred Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, capital reorganization, automatic conversion, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series D Preferred Stock receivable upon such exercise), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the Original Issue Date there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 10 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.

Mergers and Reclassifications. If after the date of this Warrant there shall be any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 8 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase purchase, at a total price not to exceed that payable upon the exercise of the this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyanceconveyance (or, if there are no holders of Common Stock at such time, by a holder of the number of shares of Common Stock which might have been acquired by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance upon the exercise of this Warrant in full), and in any such case appropriate provisions shall be made with respect to the rights and interests interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. The Company will not, by amendment to its Certificate of Incorporation or through any reorganization, recapitalization or other voluntary action, avoid or seek to avoid the observance hereof but will at all times in good faith assist in carrying out the provisions hereof in order to protect the rights of the Holder against impairment.