Common use of Reorganization or Reclassification Clause in Contracts

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 above) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of Warrants, to the end that all the provisions of the Warrants (including the provisions of this Article 4) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If at any capital time while there are Series B Warrants outstanding there shall be any reorganization or any reclassification of the capital stock Common Shares of the Company (except as other than a subdivision or combination of shares provided for in Section 4.2 above5.1, or a Fundamental Transaction (as defined below)), the Holder shall thereafter be entitled to receive, upon exercise of its Series B Warrant(s) while this Warrant remains outstandingprior to the Expiration Date and upon payment of the Exercise Price, then, as a condition the number of shares of stock or other securities or property of the Company resulting from such reorganization or reclassification, lawful and adequate provision shall be made whereby as the case may be, to which a holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu the Common Shares, deliverable upon the exercise of the number of shares of Common Stock which such holder a Series B Warrant, would have been entitled to purchase upon such reorganization or reclassification if such Series B Warrant had been exercised immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions with respect to the rights and interests interest thereafter of the holders of Warrants, Holder to the end that all the provisions of the Warrants set forth herein (including the provisions adjustment of this Article 4the Exercise Price and the number of shares issuable upon the exercise of a Series B Warrant) shall thereafter be applicable, as nearly near as practicablereasonably may be, in relation to such stock any shares or other securities or property thereafter deliverable upon the exercise exercise. The provisions of the Warrantsthis Section 5.2 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers, other dispositions or similar transactions.

Reorganization or Reclassification. In case of If at any capital time while this Warrant is outstanding there shall be any reorganization or any reclassification of the capital stock Common Stock of the Company (except as other than a subdivision or combination of shares provided for in Section 4.2 above) while this Warrant remains outstandingParagraph 3), thenthe Registered Holder shall thereafter be entitled to receive, as a condition during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company resulting from such reorganization or reclassification, lawful and adequate provision shall be made whereby as the case may be, to which a holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu the Common Stock of the number Company, deliverable upon the exercise of shares of Common Stock which such holder this Warrant, would have been entitled to purchase upon such reorganization or reclassification if this Warrant had been exercised immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests interest thereafter of the holders of Warrants, Registered Holder to the end that all the provisions of the Warrants set forth herein (including the provisions adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Article 4Warrant) shall thereafter be applicable, as nearly near as practicablereasonably may be, in relation to such stock any shares or other securities or property thereafter deliverable upon the exercise of the Warrantshereof.

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 above) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the holder Holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder Holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders Holders of Warrants, to the end that all the provisions of the Warrants (including the provisions of this Article 4) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If at any capital time while there are Series A Warrants outstanding there shall be any reorganization or any reclassification of the capital stock Common Shares of the Company (except as other than a subdivision or combination of shares provided for in Section 4.2 above5.1, or a Fundamental Transaction (as defined below)), the Holder shall thereafter be entitled to receive, upon exercise of its Series A Warrant(s) while this Warrant remains outstandingprior to the Expiration Date and upon payment of the Exercise Price, then, as a condition the number of shares of stock or other securities or property of the Company resulting from such reorganization or reclassification, lawful and adequate provision shall be made whereby as the case may be, to which a holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu the Common Shares, deliverable upon the exercise of the number of shares of Common Stock which such holder a Series A Warrant, would have been entitled to purchase upon such reorganization or reclassification if such Series A Warrant had been exercised immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions with respect to the rights and interests interest thereafter of the holders of Warrants, Holder to the end that all the provisions of the Warrants set forth herein (including the provisions adjustment of this Article 4the Exercise Price and the number of shares issuable upon the exercise of a Series A Warrant) shall thereafter be applicable, as nearly near as practicablereasonably may be, in relation to such stock any shares or other securities or property thereafter deliverable upon the exercise exercise. The provisions of the Warrantsthis Section 5.2 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers, other dispositions or similar transactions.

Reorganization or Reclassification. In case the event of any a ---------------------------------- capital reorganization or any a reclassification of the capital stock of the Company Common Stock (except as provided in Section 4.2 abovesubsection (a) while this Warrant remains outstandingabove or subsection (e) below), thenany Registered Holder of a Warrant, as a condition upon exercise of such reorganization or reclassificationWarrant, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (receive, in lieu of substitution for the number of shares of Common Stock to which such holder he would have been become entitled to purchase upon exercise immediately prior to such reorganization or reclassification) , the shares of stock (of any class or classes classes) or other securities or property to which such number of shares of Common Stock the Company (or cash) that he would have been entitled to receive at the time of same aggregate Exercise Price upon such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable reclassification if such number of shares of Common Stock Warrant had been purchased exercised immediately prior to such reorganization or reclassification. In case of thereto; and in any such capital reorganization or reclassificationcase, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 8 with respect to the rights and interests thereafter of the holders Registered Holders of Warrantsall then outstanding Warrants (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that all the provisions of the Warrants this Section 8 (including the provisions adjustments of this Article 4the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be applicablereflected, as nearly as reasonably practicable, to such stock in all subsequent exercises of the Warrants for any shares or securities or other securities property (or property cash) thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided other than a transaction described in Section 4.2 above2(d) while this Warrant remains outstandingbelow shall be effected in such a way that Holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of this Warrant shall thereafter in full, as the case may be, such shares of stock, securities or assets as may be entitled issued or payable with respect to purchase pursuant or in exchange for a number of outstanding shares of such Common Stock equal to this Warrant (in lieu of the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to exercise of this Warrant in full had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Warrant Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If at any capital time while there are Warrants outstanding there shall be any reorganization or any reclassification of the capital stock Common Stock of the Company (except as other than a subdivision or combination of shares provided for in Section 4.2 above5.1, or a Fundamental Transaction (as defined below)), the Holder shall thereafter be entitled to receive, upon exercise of its Warrant(s) while this Warrant remains outstandingprior to the Expiration Date and upon payment of the Exercise Price, then, as a condition the number of shares of stock or other securities or property of the Company resulting from such reorganization or reclassification, lawful and adequate provision shall be made whereby as the case may be, to which a holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu the Common Stock, deliverable upon the exercise of the number of shares of Common Stock which such holder a Warrant, would have been entitled to purchase upon such reorganization or reclassification if such Warrant had been exercised immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions with respect to the rights and interests interest thereafter of the holders of Warrants, Holder to the end that all the provisions of the Warrants set forth herein (including the provisions adjustment of this Article 4the Exercise Price and the number of shares issuable upon the exercise of a Warrant) shall thereafter be applicable, as nearly near as practicablereasonably may be, in relation to such stock any shares or other securities or property thereafter deliverable upon the exercise exercise. The provisions of the Warrantsthis Section 5.2 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers, other dispositions or similar transactions.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Preferred Stock, as the case may be, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of this Warrant shall thereafter in full, as the case may be, such shares of stock, securities or assets as may be entitled issued or payable with respect to purchase pursuant or in exchange for a number of outstanding shares of such Common Stock equal to this Warrant (in lieu of the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to exercise of this Warrant in full had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Warrant Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 3.2 above) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, then lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders holder of Warrantsthis Warrant, to the end that all the provisions of the Warrants this Warrant (including the provisions of this Article 43) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the WarrantsWarrant.

Reorganization or Reclassification. In case of If at any capital time while this Warrant is outstanding there shall be any reorganization or any reclassification of the capital stock Warrant Stock of the Company (except as other than a subdivision or combination of shares provided for in Section 4.2 above) while this Warrant remains outstandingParagraph 3), thenthe Registered Holder shall thereafter be entitled to receive, as a condition during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company resulting from such reorganization or reclassification, lawful and adequate provision shall be made whereby as the case may be, to which a holder of this the Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu Stock of the number Company, deliverable upon the exercise of shares of Common Stock which such holder this Warrant, would have been entitled to purchase upon such reorganization or reclassification if this Warrant had been exercised immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests interest thereafter of the holders of Warrants, Registered Holder to the end that all the provisions of the Warrants set forth herein (including the provisions adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Article 4Warrant) shall thereafter be applicable, as nearly near as practicablereasonably may be, in relation to such stock any shares or other securities or property thereafter deliverable upon the exercise of the Warrantshereof.

Reorganization or Reclassification. In case of If at any capital time while this Warrant is outstanding there shall be any reorganization or any reclassification of the capital stock Preferred Stock of the Company (except as other than a subdivision or combination of shares provided for in Section 4.2 above) while this Warrant remains outstandingParagraph 3), thenthe Registered Holder shall thereafter be entitled to receive, as a condition during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company resulting from such reorganization or reclassification, lawful and adequate provision shall be made whereby as the case may be, to which a holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu the Preferred Stock of the number Company, deliverable upon the exercise of shares of Common Stock which such holder this Warrant, would have been entitled to purchase upon such reorganization or reclassification if this Warrant had been exercised immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests interest thereafter of the holders of Warrants, Registered Holder to the end that all the provisions of the Warrants set forth herein (including the provisions adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Article 4Warrant) shall thereafter be applicable, as nearly near as practicablereasonably may be, in relation to such stock any shares or other securities or property thereafter deliverable upon the exercise of the Warrantshereof.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series A Convertible Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company Corporation (except as provided in Section 4.2 above5.02) while this Warrant remains outstanding, then, as a condition of such capital reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Class A Common Stock specified in the first paragraph of this Warrant which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Class A Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Class A Common Stock specified in the first paragraph of this Warrant had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of the Warrants, to the end that all the provisions of the Warrants (including without limitation the provisions of this Article 4V) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series A Convertible Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions as provided herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter interest of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided other than a transaction described in Section 4.2 above) while this Warrant remains outstanding2.4 below shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of this Warrant shall thereafter in full, as the case may be, such shares of stock, securities or assets as may be entitled issued or payable with respect to purchase pursuant or in exchange for a number of outstanding shares of such Common Stock equal to this Warrant (in lieu of the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to exercise of this Warrant in full had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Warrant Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization reorganization, reclassification, recapitalization, consolidation, merger, sale of all or any reclassification substantially all of the capital stock Corporation’s assets or other similar transaction (any such transaction being referred to herein as an “Organic Change”) shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive (except as provided either directly or upon subsequent liquidation) stock, securities or assets with respect to or in Section 4.2 above) while this Warrant remains outstandingexchange for Common Stock, then, as a condition of such reorganization or reclassificationOrganic Change, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series A Convertible Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of or in addition to, as the case may be, the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Convertible Preferred Stock such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such Organic Change not taken place, and in any case of a reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, reclassification only appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Series A Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series A Convertible Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the share capital stock of the Company (except as provided shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that Holders of Ordinary Shares shall be entitled to receive shares, securities or assets with respect to or in exchange for Ordinary Shares, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of this Warrant shall thereafter in full, as the case may be, such shares, securities or assets as may be entitled issued or payable with respect to purchase pursuant or in exchange for a number of outstanding shares of such Ordinary Shares equal to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase Ordinary Shares immediately prior to theretofore receivable upon such exercise of this Warrant in full had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Warrant Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series A Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion Ratio) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 above4.3 hereof) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which the holders of such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of WarrantsWarrantholders, to the end that all the provisions of the Warrants (including the provisions of this Article Section 4) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided is effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock will be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall will be made whereby the each holder of this Warrant shall thereafter be entitled a share or shares of Series Preferred will thereupon have the right to purchase pursuant receive, upon the basis and upon the terms and subject to this Warrant (the conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series Preferred, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision shall provisions will be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustment of the Warrants (including the provisions of this Article 4Applicable Conversion Price) shall will thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 3.2 above) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, then lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders holder of Warrantsthis Warrant, to the end that all the provisions of the Warrants this Warrant (including the provisions of this Article 4) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.Article

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Shares, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series C Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Common Shares immediately theretofore receivable upon the conversion of such shares of Series C Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Series C Preferred Stock equal to the number of Common Stock which Shares immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions of the Warrants (including the provisions of this Article 4) hereof shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case the event of any a capital ----------------------------------- reorganization or any a reclassification of the capital stock of the Company Common Stock (except as provided in Section 4.2 abovesubsection (a) while this Warrant remains outstandingabove or subsection (e) below), theneach Registered Holder of a Warrant, as a condition upon exercise of such reorganization or reclassificationWarrant, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (receive at the same aggregate Exercise Price, in lieu of substitution for the number of shares of Common Stock to which such holder Registered Holder would have been become entitled to purchase upon exercise immediately prior to such reorganization or reclassification) , the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock the Company (or cash) that he would have been entitled at the time of to receive upon such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable reclassification if such number of shares of Common Stock Warrant had been purchased exercised immediately prior to such reorganization or reclassification. In case of thereto; and in any such capital reorganization or reclassificationcase, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 8 with respect to the rights and interests thereafter of the holders Registered Holders of Warrantsall then outstanding Warrants (including but not limited to the allocation of the Exercise Price among shares of classes of capital stock), to the end that all the provisions of the Warrants this Section 8 (including the provisions adjustments of this Article 4the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be applicablereflected, as nearly as reasonably practicable, to such stock in all subsequent exercises of the Warrants for any shares or securities or other securities property (or property cash) thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Applicable Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except Corporation other than as provided a result of, or pursuant to, an Extraordinary Transaction in Section 4.2 above) while this Warrant remains outstandingwhich all of the holders of Series A Preferred Stock elect to participate shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series A Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Preferred Stock, as the case may be, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder of this Warrant shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which receivable upon such holder would have been entitled to purchase immediately prior to exercise had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Warrant Purchase Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company Issuer (except as provided other than in Section 4.2 aboveconnection with a merger or reorganization, which is covered by (iii) while this Warrant remains outstandingbelow) shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, properties or assets (including cash) with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive upon the conversion of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (Note, upon the terms and conditions specified herein and in lieu of the number of shares of Common Stock which immediately theretofore receivable upon the conversion of this Note, such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class stock, securities, property or classes assets (including cash) as may be issued or other securities payable with respect to or property to which such number of in exchange for the shares of Common Stock would have been entitled at the time of immediately theretofore receivable upon such conversion had such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4Conversion Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company Corporation (except as provided in Section 4.2 above4.02) while this Warrant remains outstanding, then, as a condition of such capital reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock specified in the first paragraph of this Warrant which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock specified in the first paragraph of this Warrant had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of the Warrants, to the end that all the provisions of the Warrants (including without limitation the provisions of this Article 4IV) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that Holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Shares immediately theretofore receivable upon the exercise of this Warrant shall thereafter in full, as the case may be, such shares of stock, securities or assets as may be entitled issued or payable with respect to purchase pursuant or in exchange for a number of outstanding shares of such Common Stock equal to this Warrant (in lieu of the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to exercise of this Warrant in full had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Exercise Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided shall be effected at any time after the Closing Date in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the holder Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of this Warrant shall thereafter in full, as the case may be, such shares of stock, securities or assets as may be entitled issued or payable with respect to purchase pursuant or in exchange for a number of outstanding shares of such Common Stock equal to this Warrant (in lieu of the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to exercise of this Warrant in full had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationreclassification not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, Holder to the end that all the provisions hereof (including, without limitation, provisions for adjustments of the Warrants (including the provisions of this Article 4Antidilution Price) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, or, in the case of any consolidation, merger or mandatory share exchange of the Corporation into any other company, then, as a condition of such reorganization reorganization, reclassification or reclassificationexchange, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant a share or shares of Series H Convertible Preferred Stock shall thereafter be entitled thereupon have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series H Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock which immediately theretofore receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization reorganization, reclassification or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassificationexchange not taken place, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassification, case appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions hereof (including without limitation provisions for adjustments of the Warrants (including the provisions of this Article 4conversion rights) shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock or other any shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company (except as provided Corporation shall be effected in Section 4.2 above) while this Warrant remains outstandingsuch a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of shares of Series F Preferred Stock shall upon conversion of the Series F Preferred Stock as described in this Warrant shall thereafter be entitled Certificate of Designation have the right to purchase pursuant to this Warrant (receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately therefor receivable upon the conversion of such share or shares of Series F Preferred Stock, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of such Common Stock which immediately receivable upon such holder would have been entitled to purchase immediately prior to conversion had such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassificationreclassification not taken place. In case of any such capital reorganization or reclassificationcase, appropriate provision provisions shall be he made with respect to the rights and interests thereafter of the holders of Warrants, such holder to the end that all the provisions of the Warrants (including the provisions of this Article 4) hereof shall thereafter be applicable, as nearly as practicablemay be, in relation to such stock any shares of stock, securities, or other securities or property assets thereafter deliverable upon the exercise of the Warrantssuch conversion rights.

Reorganization or Reclassification. In case of If any capital reorganization or any reclassification of the capital stock of the Company corporation (except other than any reorganization or reclassification effected in a transaction that is deemed a Exhibit A A-12 liquidation, dissolution, or winding up of the corporation pursuant to paragraph (3) of this Article V.D.) shall be effected, and, as provided a result thereof, holders of shares of Class A Common Stock shall be entitled to receive securities or assets with respect to or in Section 4.2 above) while this Warrant remains outstandingexchange for shares of Class A Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision provisions shall be made whereby the each holder of this Warrant shares of Series A Preferred Stock shall thereafter be entitled have the right to purchase pursuant to this Warrant (receive, upon conversion of the shares of Series A Preferred Stock held by such holder, in lieu of the shares of Class A Common Stock immediately theretofore issuable upon the conversion of shares of Series A Preferred Stock, the number and kind of securities or the amount and kind of assets to which a holder of a number of shares of Class A Common Stock into which such holder would shares of Series A Preferred Stock could have been entitled to purchase converted immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of and in any such capital reorganization or reclassificationcase, appropriate provision provisions shall be made with respect to the rights and interests thereafter of the holders of Warrants, to the end Series A Preferred Stock such that all the provisions of the Warrants (including the provisions of this Article 4V.D. (including, without limitation, provisions for adjustments of the Conversion Price) shall thereafter be applicable, as nearly as practicablepossible, with respect to such stock or other any securities or property assets thereafter deliverable upon the exercise of the Warrantsconversion rights of the shares of Series A Preferred Stock.

Reorganization or Reclassification. In case of any capital ---------------------------------- reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 above(S)4.3 hereof) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of Warrants, to the end that all the provisions of the Warrants (including the provisions of this Article Section 4) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.