Common use of Reclassification or Merger Clause in Contracts

Reclassification or Merger. In case of any reclassification, change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of (i) any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of (iii) any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant Agreement - Amedica Warrant, and in lieu of the shares of Common Stock Warrant Shares theretofore issuable upon exercise or conversion of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this WarrantWarrant or where the consideration for such merger is cash), or in case of any sale of all or substantially all of the assets of the CompanyCompany (other than where the consideration for such sale is cash), the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance reasonably satisfactory to the holder of this Warrant), so that the holder of this such Warrant shall have the right to receivereceive upon exercise of such Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series D Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series D Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Series D Preferred purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))sales.

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receivereceive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Common Stock purchasable upon exercise of this Warrant at the time of the transaction. Such It is currently contemplated that the Company shall merge with a wholly-owned subsidiary of CancerVax Corporation and the Company agrees that in connection with such transaction the Company shall require CancerVax Corporation to assume this Warrant pursuant to the terms and conditions of this Section 4. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))sales.

Reclassification or Merger. In case of (i) any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of (iii) any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Warrant Shares theretofore issuable upon exercise or conversion of this [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Preferred Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 44 and, in the case of a new Warrant issuable after conversion of the authorized shares of the Series Preferred into shares of Common Stock or after the amendment of the terms of the antidilution protection of the Series Preferred, shall provide for antidilution protection that shall be as nearly equivalent as may be practicable to the antidilution provisions applicable to the Series Preferred on the Date of Grant. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. In addition, in the event that all the authorized shares of Series Preferred are converted into shares of Common Stock or any other series or class of capital stock of the Company or in the case of any amendment or waiver of any of the terms of the antidilution protection of the Series Preferred, then this Warrant shall be deemed to be amended so that the holder of this Warrant shall continue to be entitled to antidilution protection as nearly equivalent as may be practicable to the antidilution protection applicable to the Series Preferred on the Date of Grant, and the Company shall duly execute and deliver to the holder of this Warrant a supplement hereto to such effect, in form and substance satisfactory to the holder of this Warrant. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers mergers, consolidations, transfers, amendments and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))waivers.

Reclassification or Merger. In case of (i) any reclassification, recapitalization or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger of the Company with or into another corporation (other than (x) a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant, (y) a merger or consolidation of the Company into or with another entity in which the consideration received by the stockholders of the Company consists solely of cash or cash equivalents, or (z) a merger or consolidation of the Company into or with another entity (A) whose shares are publicly traded and which has a market capitalization of not less than $500,000,000, and (B) where the value of the consideration per Share that would be received by the holder hereof were the holder to exercise this Warrant as of immediately prior to the closing thereof is not less than five (5) times the then-effective Warrant Price (a “Large Cap Merger”)), or in case of (iii) any sale of all or substantially all of the assets of the CompanyCompany (other than to another entity (A) whose shares are publicly traded and which has a market capitalization of not less than $500,000,000, and (B) where the value of the consideration per Share that would be received by the holder hereof were the holder to exercise this Warrant as of immediately prior to the closing thereof is not less than five (5) times the then-effective Warrant Price (a “Large Cap Sale” and collectively with a Large Cap Merger, a “Large Cap Transaction”)), the Company, or such successor or purchasing corporationentity, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance reasonably satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receivereceive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Series Preferred purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transferssales. Notwithstanding Anything to the foregoingcontrary in this Warrant notwithstanding, in the event of any Large Cap Transaction, or any merger or consolidation of the Company into or with another entity or a sale of assets by the Company in which the consideration received by the Company’s stockholders consists solely of cash or cash equivalents, the rights represented by this Section 4(a) Warrant shall terminate and be of no further force or effect as of immediately following the closing of such Large Cap Transaction, merger, consolidation or sale to the extent such rights shall not apply have been exercised prior to the Reverse Merger (or as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))at such closing.

Reclassification or Merger. In Notwithstanding the term of this Warrant fixed pursuant to Section 1 hereof, the right to purchase Series Preferred as granted herein shall expire, if not previously exercised, immediately upon the closing of a 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 ("the Merger"), provided that the price per share paid in the Merger is equal to or greater than four (4) times the Warrant Price per share and further provided that the Company is not able, after using commercially reasonable efforts, to have the Warrant assured or substituted. Subject to the above provisions, in case of any reclassification, change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all ail of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. In addition, in the event that all the authorized shares of Series Preferred are converted into shares of Common Stock or any other series or class of capital stock of the Company or in the case of any amendment or waiver of any of the terms of the antidilution protection of the Series Preferred, then this Warrant shall be deemed to be amended so that the holder of this Warrant shall continue to be entitled to antidilution protection as nearly equivalent as may be practicable to the antidilution protection applicable to the Series Preferred on the Date of Grant, and the Company shall duly execute and deliver to the holder of this Warrant a supplement hereto to such effect, in form and substance satisfactory to the holder of this Warrant. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers mergers, consolidations, transfers, amendments and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))waivers.

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation entity (other than (i) a merger constituting an Acquisition Transaction as defined in Section 10.1 below and (ii) a merger with another corporation entity in which the Company is the acquiring and the surviving corporation entity and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the CompanyCompany that does not constitute an Acquisition Transaction, the Company, or such successor or purchasing corporationentity, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this such new Warrant shall have the right to receivereceive upon exercise of such new Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing entity, at the option of the holder of this Warrant, the securities of the successor or purchasing entity having a value at the time of the transaction equivalent to the value of the shares of Series Preferred purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))sales.

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receivereceive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Series purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassificationsclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))sales.

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, then, unless this Warrant shall have expired pursuant to Section 2(b), the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Preferred Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder Holder of the number of shares of Common Preferred Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Preferred Stock purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder Holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Common Stock purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or -------------------------- change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 44 and, in the case of a new Warrant issuable after conversion of the authorized shares of the Series Preferred into shares of Common Stock or after the amendment of the terms of the antidilution protection of the Series Preferred, shall provide for antidilution protection that shall be as nearly equivalent as may be practicable to the antidilution provisions applicable to the Series Preferred on the Date of Grant. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of (i) any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of (iii) any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory substantially similar to the holder of this Warrant, as determined by Holder), or Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Warrant Shares theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or -------------------------- change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the valuation of the Series Preferred at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the valuation of the Series Preferred at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(asubparagraph(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation entity (other than a merger with another corporation entity in which the Company is the acquiring and the surviving corporation entity and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporationentity, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receivereceive upon exercise of such new Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Shares theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Shares then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing entity, at the option of the holder of this Warrant, the securities of the successor or purchasing entity having a value at the time of the transaction equivalent to the value of the Series Preferred purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))sales.

Reclassification or Merger. In case of any reclassification, change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a4(b) shall similarly apply to successive ------------ ------------- reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a4(b) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, rectification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Preferred Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder Holder of the number of shares of Common Preferred Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Preferred Stock purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any -------------------------- reclassification, change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant) (a "Merger"), or in case of any sale of all or substantially all of the assets of the CompanyCompany (an "Asset Sale"), the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance reasonably satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) at the option of the Company, the holder hereof shall not apply to the Reverse Merger exercise (as ------------ defined or, in the Certificate of Designations, Preferences and Rights sole discretion of the Series A Convertible Preferred Stock (holder hereof, surrender) this Warrant upon any Merger or Asset Sale which is entered into by the "CERTIFICATE OF DESIGNATIONS"))Company with an unrelated third party on an arm's length basis.

Reclassification or Merger. In case of any reclassification, reclassification or -------------------------- change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the valuation of the Series Preferred at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of (i) any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of (iii) any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Warrant Shares theretofore issuable upon exercise or conversion of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 46. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares Shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder Holder of the number of shares of Common Stock stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than cash or securities of the successor or purchasing corporation or the parent entity of that successor or purchasing corporation, at the option of the Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Common Stock purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In Except for an Acquisition Transaction that causes an expiration of the term of this Warrant as set forth in Section 1 above, in case of any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receivereceive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock Series Preferred then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Series Preferred purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The ---------- provisions of this Section 4(a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"))sales.

Reclassification or Merger. In case of (i) any reclassificationreclassification (including, without limitation, any redomestication pursuant to Section 388 of the Delaware General Corporation Law or any similar state law) or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger or amalgamation of the Company with or into another corporation (other than a merger or amalgamation with another corporation in which the Company is the acquiring and the surviving or continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of (iii) any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance satisfactory to the holder Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Warrant Shares theretofore issuable upon exercise or conversion of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger, sale or merger amalgamation by a holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger, sale or amalgamation in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers mergers, amalgamations and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

Reclassification or Merger. In the case of (i) any reclassification, reclassification or change -------------------------- or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or (ii) other than a transaction constituting an Acquisition (in which case the provisions of Section 3(e) shall apply), any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or (iii) other than a transaction constituting an Acquisition (in which case the provisions of Section 3(e) shall apply), any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant Holder a new Warrant (in form and substance reasonably satisfactory to the holder Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant Holder shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock Warrant Shares theretofore issuable upon exercise or conversion of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change change, merger or merger sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares purchasable upon exercise of this Warrant at the time of the transaction. Such Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 47. The ---------- provisions of this Section 4(asubparagraph (a) shall similarly apply to successive ------------ reclassifications, changes, mergers and transfers. Notwithstanding the foregoing, this Section 4(a) shall not apply to the Reverse Merger (as ------------ defined in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).