Common use of Changes in Common Stock Clause in Contracts

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i), lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 5). The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In Subject to Section 10 hereof, in case at any time the Company shall initiate any transaction or be a party to any transaction with a Person other than an Affiliate (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing foregoing, but in each case excluding any Acquisition (each such transaction (excluding any Acquisition) being herein called a “Transaction”), then, then as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled receive to receive upon exercise of a new warrant in form and substance similar to, and in exchange for, this Warrant at any time on to purchase all or a portion of such securities or other property (subject to adjustments from and after the consummation date of the Transaction as nearly equivalent as possible to the adjustments provided for in this Section 5); provided that, if the Company is unable to secure such new warrant, then the Holder will exercise this Warrant in connection with the consummation of the TransactionTransaction for, in lieu of the Warrant Shares issuable upon such exercise prior to such consummationexercise, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto thereto. The Company will not affect any Transaction unless prior to consummation thereof each corporation or other entity (subject other than the Company) which may be required to adjustments from and after the consummation date deliver any new warrant, securities or other property as nearly equivalent as possible provided herein assumes, by written instrument delivered to the adjustments provided Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in this Section 5)accordance with the terms hereof and thereof, together with such other opinions customary for such transactions as the Holder may reasonably request. The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions. If holders For the avoidance of Common Stock are given doubt, the parties hereto acknowledge and agree that the restrictions set forth in this Section 5(b) shall not apply to any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisionsAcquisition.

Changes in Common Stock. In Subject to Section 2 of the Shareholders Agreement, in case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase, at an exercise price equivalent to the Exercise Price, all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). Subject to Section 2 of the Shareholders Agreement, the Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), thenthen the Company shall use reasonable best efforts to include, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, that lawful, enforceable and adequate provision shall be made so that to entitle the Holder shall be entitled to receive upon exercise of a new warrant in form and substance similar to, and in exchange for, this Warrant at any time on to purchase all or after a portion of such securities or other property; provided that, if the Company is unable to secure such new warrant and the then-current fair market value of one share of Common Stock is greater than the Exercise Price, then the Holder will exercise this Warrant in connection with the consummation of the TransactionTransaction for, in lieu of the Warrant Shares issuable upon such exercise prior to such consummationexercise, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 5). The foregoing provisions of this Section 5(b5(c) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect, by written notice to the Company, to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case If at any time time, other than in connection with a Change of Control, the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or Capital Stock of the Company or other securities of another corporation or interests in a non-corporate entity or other property (including cashcash or cash equivalents) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, then as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, the Company shall provide that lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of a new warrant in form and substance similar to, and in exchange for, this Warrant at any time on to purchase all or after a portion of such securities or other property; provided that, if (i) the Company is unable to secure such new warrant and (ii) the Holder is unable to receive the aggregate consideration to which it is entitled in the form of cash or cash equivalents for this Warrant (without being required to exercise this Warrant) in connection with such Transaction, then, the Holder may elect, by giving the Company written notice thereof, to either (a) exercise this Warrant in connection with the consummation of the TransactionTransaction for, in lieu of the Warrant Shares issuable upon such exercise prior to such consummationexercise, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 5)6) or (b) sell this Warrant to the Company (without being required to exercise this Warrant) in connection with the consummation of the Transaction at a price equal to the product of (A) the difference of (1) the Fair Market Value Per Share minus (2) the Exercise Price per share then in effect multiplied by (B) the Aggregate Number then in effect; provided that, any consideration received by Holder pursuant to any Transaction shall be subject to and conditioned up such Holder’s pro rata contribution to any applicable escrow, holdback, earnout, expense fund or otherwise, as applicable, in each case as long as such amounts shall be withheld on at least a pro rata basis among all stockholders participating in the Transaction. The Company will not affect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction with a Person other than an Affiliate (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”"TRANSACTION"), then, as a condition of the Company shall use its commercially reasonable efforts in connection with the consummation of the Transaction and without duplication of any adjustment made pursuant Transaction, to Section 5(a)(i), provide that lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of a new warrant in form and substance similar to, and in exchange for, this Warrant at any time on to purchase all or after a portion of such securities or other property; provided, that, if the Company is unable to secure such new warrant, then the Holder will exercise this Warrant in connection with the consummation of the TransactionTransaction for, in lieu of the Warrant Shares issuable upon such exercise prior to such consummationexercise, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will use its commercially reasonable efforts to have each corporation or other entity (other than the Company) which may have agreed to deliver any new warrant, securities or other property as provided herein assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions of this Section 5(b) such Holder may be entitled to receive and such corporation or entity shall have similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue delivered to the Holder a an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant consistent or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the foregoing provisionsterms hereof and thereof, together with such other matters as the Holder may reasonably request. The Company may cancel this Warrant if, in violation of the terms herein, the Holder does not exercise this Warrant as required pursuant to this Section 6(b).

Changes in Common Stock. In case at any time or from time to time the Company shall initiate any transaction or be a party to or shall otherwise engage in any transaction or series of related transactions constituting (including, without limitationi) a merger of the Company into, a mergerconsolidation of the Company with, consolidation, share exchange, sale, lease or other disposition a sale of all or substantially all of the Company’s assets's assets to, liquidation, recapitalization any other Person (a "NON-SURVIVING TRANSACTION") or reclassification (ii) any merger of another Person into the Common Stock or other transaction) Company in connection with which the previous previously outstanding shares of Common Stock shall be cancelled, reclassified, converted or changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction a "SURVIVING TRANSACTION"; any Non-Surviving Transaction or Surviving Transaction being herein called a “Transaction”"TRANSACTION"), then, as a condition of to the consummation of such Transaction, the Transaction and without duplication Company shall (or, in the case of any adjustment made pursuant Non-Surviving Transaction, the Company shall cause such other Person to) execute and deliver to Section 5(a)(ithe Warrant Agent a written instrument providing that (x) during the period any Warrant is exercisable as specified in SECTION 3.2(B), lawful, enforceable on such terms and adequate provision subject to such conditions as shall be made so that as nearly equivalent as may be practicable to the Holder shall be entitled to receive provisions set forth in this Agreement, each Warrant, upon the exercise of this Warrant thereof at any time on or after the consummation of such Transaction, shall be exercisable into, and the TransactionWarrant Certificate evidencing such Warrant shall thereafter represent the right to exercise such Warrant into, in lieu of the Warrant Shares Common Stock issuable upon such exercise prior to such consummation, only the securities or other property (including cash"SUBSTITUTED PROPERTY") that would have been receivable upon such Transaction by a holder of the number of shares of Common Stock into which such Warrant was exercisable immediately prior to such Transaction, assuming such holder of Common Stock (A) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such Holder would sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (B) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Transaction (provided that if the kind or amount of securities, cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been entitled exercised ("NON-ELECTING SHARE"), then, for the purposes of this SECTION 5.1(H), the kind and amount of securities, cash and other property receivable upon consummation such Transaction by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Transaction if Non-Electing Shares), and (y) the rights and obligations of the Company (or, in the event of a Non-Surviving Transaction, such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from other Person) and after the consummation date Holders in respect of Substituted Property shall be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Underlying Common Stock hereunder as set forth in SECTION 3.1 hereof and elsewhere herein. Such written instrument shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section SECTION 5). The foregoing above provisions of this Section 5(bSECTION 5.1(H) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at If any time capital reorganization or reclassification of the Company shall initiate any transaction capital stock of the Corporation, or be a party to any transaction (includingconsolidation or merger of the Corporation with or into another Person, without limitation, a merger, consolidation, share exchange, or the sale, lease transfer or other disposition of all or substantially all of the Company’s assetsits assets to another corporation for cash or stock of such other corporation, liquidation, recapitalization or reclassification of the Common Stock or other transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”)effected, then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)such reorganization, lawfulreclassification, enforceable consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made so that whereby each holder of Series A Preferred Stock shall thereafter have the Holder shall be entitled right to purchase and receive upon exercise of this Warrant at any time on or after the consummation of basis and upon the Transaction, terms and conditions herein specified and in lieu of the Warrant Shares shares of the Common Stock of the Corporation immediately theretofore issuable upon conversion of the Series A Preferred Stock, such exercise prior kind and amount of shares of stock, securities (of the Corporation or another issuer) or property or cash as may be issuable or payable with respect to or in exchange for a number of outstanding shares of such consummationCommon Stock equal to the number of shares of such Common Stock immediately theretofore issuable upon conversion of the Series A Preferred Stock had such reorganization, the securities reclassification, consolidation, merger, sale, transfer or other property disposition not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of each holder of Series A Preferred Stock to the end that the provisions hereof (including cash) to which such Holder would have been entitled upon consummation without limitation provisions for adjustment of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date Conversion Price) shall thereafter be applicable, as nearly equivalent as possible may be practicable in relation to any shares of stock, securities or property or cash thereafter deliverable upon the conversion thereof. The Corporation shall not effect any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Corporation) resulting from such reorganization, reclassification, consolidation or merger or the corporation purchasing or otherwise acquiring such properties shall assume, by written instrument executed and mailed or delivered to the adjustments provided for holders of Series A Preferred Stock at the last address of such holders appearing on the books of the Corporation, the obligation to deliver to such holders such shares of stock, securities or properties or cash as, in this Section 5)accordance with the foregoing provisions, such holders may be entitled to acquire. The foregoing above provisions of this Section 5(b) subparagraph shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securitiesreorganizations, cash reclassifications, consolidations, mergers, sales, transfers or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisionsother dispositions.

Changes in Common Stock. In case at (a) If any time capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company shall initiate any transaction with another corporation or be a party to any transaction (includingother entity, without limitation, a merger, consolidation, share exchange, or sale, lease transfer or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or securities of its properties to another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”)entity, shall be effected, then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)such reorganization, lawfulreclassification, enforceable consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made so that whereby each holder of Warrants shall thereafter have the Holder shall be entitled right to purchase and receive upon exercise of this Warrant at any time on or after the consummation of basis and upon the Transaction, terms and conditions herein specified and in lieu of the Warrant Shares shares of the Common Stock of the Company immediately theretofore issuable upon exercise of the Warrants, such exercise prior to such consummationshares of stock, the securities or properties, if any, as may be issuable 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 immediately theretofore issuable upon exercise of the Warrants had such reorganization, reclassification, consolidation, merger, sale, transfer or other property disposition not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of each holder of Warrants to the end that the provisions hereof (including cash) to which such Holder would have been entitled upon consummation without limitation provisions for adjustment of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date number of shares of Common Stock purchasable upon exercise of each Warrant) shall thereafter be applicable, as nearly equivalent as possible may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or otherwise acquiring such properties shall assume, by written instrument executed and mailed or delivered to the adjustments provided for holders of the Warrants at the last address of such holders appearing on the books of the Company, the obligation to deliver to such holders such shares of stock, securities or properties as, in this Section 5)accordance with the foregoing provisions, such holders may be entitled to acquire. The foregoing above provisions of this Section 5(b) subparagraph shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securitiesreorganizations, cash reclassifications, consolidations, mergers, sales, transfers, or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisionsother dispositions.

Changes in Common Stock. In Subject to Section 2(b) of the Shareholders Agreement, in case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). Subject to Section 2(b) of the Shareholders Agreement, the Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time or from time to time the Company shall initiate any transaction or be a party to or shall otherwise engage in any transaction or series of related transactions constituting (including, without limitationx) a merger of the Company into, a mergerconsolidation of the Company with, consolidation, share exchange, sale, lease or other disposition a sale of all or substantially all of the Company’s assetsassets to, liquidation, recapitalization any other Person (a “Non-Surviving Transaction”) or reclassification (y) any merger of another person into the Common Stock or other transaction) Company in connection with which the previous previously outstanding shares of Common Stock shall be canceled, reclassified, converted or changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Surviving Transaction”, and along with a Non-Surviving Transaction, a “Transaction”), then, as a condition of to the consummation of such Transaction, the Transaction Company shall, or, in the case of a Non-Surviving Transaction, the Company shall cause such other Person to execute and without duplication of deliver to each Holder a written instrument providing that (a) during the period any adjustment made pursuant Warrant is exercisable, on such terms and subject to Section 5(a)(i), lawful, enforceable and adequate provision such conditions as shall be made so that as nearly equivalent as may be practicable to the provisions set forth in this Agreement, the Holder shall be entitled to receive of the Warrant Certificate evidencing such Warrant, upon the exercise of this Warrant thereof at any time on or after the consummation of such Transaction, shall be entitled to receive, and such Warrant Certificate shall thereafter represent the Transactionright to receive, in lieu of the Warrant Shares New Common Stock issuable upon such exercise prior to such consummation, only the securities or other property (including cash“Substituted Property”) to which such Holder that would have been entitled receivable upon consummation such Transaction by a holder of the Transaction number of shares of New Common Stock that would have been issued upon exercise of such Warrant if such Holder had exercised this such Warrant in full immediately prior thereto to such Transaction, assuming such holder of New Common Stock (subject i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to adjustments from which such sale or transfer was made, as the case may be (“Constituent Person”), or an Affiliate of a Constituent Person and after (ii) failed to exercise his rights of election, if any, as to the consummation date kind or amount of securities, cash and other property receivable upon such Transaction (provided that if the kind or amount of securities, cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”), then, for the purposes of this Section 5.1.11, the kind and amount of securities, cash and other property receivable upon such Transaction by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and (b) the rights and obligations of the Company and the holders in respect of Substituted Property shall be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Underlying Common Stock hereunder as set forth in Section 3.1 hereof and elsewhere herein. Such written instrument shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section Article 5). The foregoing above provisions of this Section 5(b) 5.1.11, shall similarly apply to successive Transactions. If holders Notwithstanding the foregoing, in the event of Common Stock a Non-Surviving Transaction in which none of the Stockholders of the Company are given any choice as to receive equity securities of the surviving entity and not all of the Warrants have been exercised prior to the securities, cash or property to be received in a consummation of the Non-Surviving Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in may pay the Holders the Substituted Property allocable to such Transaction shall issue to Warrants reduced by the Holder a new warrant consistent with Exercise Price thereof and cancel the foregoing provisionsWarrants.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i6(a)(i), lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 57). The Company will not effect any Transaction unless the definitive documentation relating to such Transaction provides for the assumption prior to the consummation thereof, by each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein, of the obligation to deliver to such Holder such new warrant, securities or other property in accordance with the foregoing provisions. The foregoing provisions of this Section 5(b7(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company or any successor entity to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions of this Section 5(b) such Holder may be entitled to receive and such corporation or entity shall have similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue delivered to the Holder a an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant consistent or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the foregoing provisions.terms hereof and thereof, together with such

Changes in Common Stock. In case at of any time reclassification or reorganization of the outstanding shares of Common Stock (other than a change under subsection 4(c)(i) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company shall initiate with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any transaction reclassification or be a party reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease another entity of the assets or other disposition property of all the Company as an entirety or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transaction) as an entirety in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property is dissolved (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition the holders of the consummation Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Transaction shares of Common Stock of the Company immediately theretofore purchasable and without duplication receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any adjustment made pursuant such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to Section 5(a)(i)exercise a right of election as to the kind or amount of securities, lawfulcash or other assets receivable upon such consolidation or merger, enforceable then the kind and adequate provision amount of securities, cash or other assets constituting the Alternative Issuance for which the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made so that to and accepted by the Holder holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Capital Stock, the holder of a Warrant shall be entitled to receive upon exercise of this Warrant at any time on or after as the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummationAlternative Issuance, the highest amount of cash, securities or other property (including cash) to which such Holder holder would actually have been entitled upon consummation as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Transaction if Common Stock held by such Holder holder had exercised this Warrant immediately prior thereto (been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation date of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 5). The foregoing provisions 4; provided, further, that if less than 70% of this Section 5(b) shall similarly apply to successive Transactions. If the consideration receivable by the holders of Common Capital Stock are given any choice as to in the securitiesapplicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, cash or property is to be received in a Transactionso listed for trading or quoted immediately following such event, then and if the Holder shall be given properly exercises the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.within thirty (30) days

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”"), then, then as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant Transaction, to Section 5(a)(i), provide that lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive upon exercise of (i) a new warrant in form and substance similar to, and in exchange for, this Warrant at any time on to purchase all or after a portion of such securities or other property; provided that, if the Company is unable to secure such new warrant, then the Holder will exercise this Warrant in connection with the consummation of the TransactionTransaction for, in lieu of the Warrant Shares issuable upon such exercise prior to such consummationexercise, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will not effect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect, by written notice to the Company, to receive (i) in exchange for the surrender of this Warrant to the Company and the same Exercise Price (rather than the exercise thereof), the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant and (if applicable) converted the shares of Common Stock issuable hereunder immediately prior thereto, (ii) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant and (if applicable) converted the shares of Common Stock issuable hereunder immediately prior thereto, for the same Exercise Price, or (iii) upon exercise of this Warrant at any time on or after the consummation of the TransactionTransaction but prior to the Expiration Date, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant and (if applicable) converted the shares of Common Stock issuable hereunder immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume by written instrument the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive. The foregoing provisions of this Section 5(b6(c) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition sale of all or substantially all of the Company’s 's assets, liquidation, liquidation or recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate noncorporate entity or other property (including cash) or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system (each such transaction being herein called the "TRANSACTION", the date on which the Transaction is first announced to the public being herein called the "ANNOUNCEMENT DATE", the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a “Transaction”recapitalization of the Common Stock or any other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or equivalent equity interests)) then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable lawful and adequate provision provisions (in form satisfactory to the Required Holders) shall be made so that the Holder shall be entitled to receive upon exercise holder of this Warrant Warrant, upon the exercise thereof at any time on or after the consummation of the TransactionConsummation Date (but subject, in lieu the case of the Warrant Shares issuable upon such exercise prior an election pursuant to such consummationsubsection (b) or (c) below, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments time limitation hereinafter provided for in this Section 5such election). The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.,

Changes in Common Stock. In case at any time If the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition sale of all or substantially all of the Company’s 's assets, liquidation, or recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Transaction”), ") then, as a condition of the consummation of the Transaction Transaction, the Company, in the case of the recapitalization of the Common Stock, or such other corporation or entity, in the case of a merger, consolidation or such sale (the "Acquiring Company", and without duplication the common stock or equivalent equity interests of any adjustment made pursuant to Section 5(a)(ithe Acquiring Company, the "Acquirer's Common Stock"), lawful, enforceable shall make lawful and adequate provision shall be made so that that, upon the Holder shall be entitled to receive upon exercise of this Warrant thereof at any time on or after the consummation of the Transaction, the Holder shall be entitled to receive and each Warrant shall represent the right to receive, in lieu of the Warrant Shares Common Stock issuable upon such exercise conversion prior to such consummation, the securities or other property (including cash) to which such the Holder would have been entitled upon consummation of the Transaction if such the Holder had exercised this such Warrant immediately prior thereto (thereto, subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 5)3. The Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to the Holder such securities or other property as in accordance with the foregoing provisions the Holder may be entitled to receive. The foregoing provisions of this Section 5(b) Subsection 3.5 shall similarly apply to successive Transactions. If holders mergers, consolidations, sales of Common Stock are given any choice as to the securitiesassets, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisionsliquidations and recapitalizations.

Changes in Common Stock. In case at If any time capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company shall initiate any transaction with another corporation, or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease transfer or other disposition of all or substantially all of the Company’s assetsits properties to another corporation, liquidation, recapitalization or reclassification of the Common Stock or other transaction) in connection with which the previous outstanding Common Stock shall be changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”)effected, then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)such reorganization, lawfulreclassification, enforceable consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made so that whereby each holder of Warrants shall thereafter have the Holder shall be entitled right to purchase and receive upon exercise of this Warrant at any time on or after the consummation of basis and upon the Transaction, terms and conditions herein specified and in lieu of the Warrant Shares shares of the Common Stock of the Company immediately theretofore issuable upon the exercise of the Warrants, such exercise prior to such consummationshares of stock, the securities or properties, if any, as may be issuable 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 immediately theretofore issuable upon the exercise of the Warrants had such reorganization, reclassification, consolidation, merger, sale, transfer or other property disposition not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of each holder of Warrants to the end that the provisions hereof (including cash) to which such Holder would have been entitled upon consummation without limitation provisions for adjustment of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date Exercise Price) shall thereafter be applicable, as nearly equivalent as possible may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or otherwise acquiring such properties shall assume, by written instrument executed and mailed or delivered to the adjustments provided for holders of Warrants at the last address of such holders appearing on the books of the Company, the obligation to deliver to such holders such shares of stock, securities or properties as, in this Section 5)accordance with the foregoing provisions, such holders may be entitled to acquire. The foregoing above provisions of this Section 5(b) subparagraph shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securitiesreorganizations, cash reclassifications, consolidations, mergers, sales, transfers, or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisionsother dispositions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous outstanding Fully Diluted Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called transaction, a “"Transaction”"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder each Warrantholder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant(s) or (ii) upon exercise of this Warrant its Warrant(s) at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder Warrantholder would have been entitled upon consummation of the Transaction if such Holder Warrantholder had exercised this Warrant its Warrant(s) immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 57). The Company will not effect any Transaction unless concurrently with the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to such Warrantholder, the obligation to deliver to such Warrantholder such new warrant, securities or other property as in accordance with the foregoing provisions such Warrantholder may be entitled to receive and such corporation or entity shall have similarly delivered to such Warrantholder, if reasonably requested by such Warrantholder, an opinion of counsel for such corporation or entity, reasonably satisfactory to such Warrantholder, which opinion shall state that all of the terms of the new warrant or the original Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as such Warrantholder may reasonably request. The foregoing provisions of this Section 5(b7(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition sale of all or substantially all of the Company’s 's assets, liquidation, liquidation or recapitalization or reclassification of the Common Stock or other transactionStock) in connection with which the previous previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate noncorporate entity or other property (including cash) or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system (each such transaction being herein called the "TRANSACTION", the date on which the Transaction is first announced to the public being herein called the "ANNOUNCEMENT DATE", the date of consummation of the Transaction being herein called the "CONSUMMATION DATE", the Company (in the case of a “Transaction”recapitalization of the Common Stock or any other such transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "ACQUIRING COMPANY", and the common stock (or equivalent equity interest) of the Acquiring Company being herein called the "ACQUIRER'S COMMON STOCK", except that if the Acquiring Company shall not meet the requirements set forth in subsections (d), (e) and (f) below and a corporation which directly or indirectly controls the Acquiring Company (a "PARENT") meets such requirements, "Acquiring Company" shall refer to such Parent and "Acquirer's Common Stock" shall refer to such Parent's common stock (or equivalent equity interests)) then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable lawful and adequate provision provisions (in form satisfactory to the Required Holders) shall be made so that the Holder shall be entitled to receive upon exercise holder of this Warrant Warrant, upon the exercise thereof at any time on or after the consummation Consummation Date (but subject, in the case of an election pursuant to subsection (b) or (c) below, to the Transactiontime limitation hereinafter provided for such election) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of the Warrant Shares Common Stock issuable upon such exercise prior to such consummationthe Consummation Date, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 5). The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.either:

Changes in Common Stock. In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s 's assets, liquidation, recapitalization or reclassification of the Common Stock or other transactionCompany's securities) in connection with which the previous then outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”"TRANSACTION"), then, as a condition of the consummation of the Transaction and without duplication of any adjustment made pursuant to Section 5(a)(i)Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to elect by written notice to the Company to receive (i) a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property or (ii) upon exercise of this Warrant at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 56). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein shall assume, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request. The foregoing provisions of this Section 5(b6(b) shall similarly apply to successive Transactions. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in such Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions.

Changes in Common Stock. In case at any time or from time to ----------------------- time the Company shall initiate any transaction or be a party to or shall otherwise engage in any transaction or series of related transactions constituting (including, without limitationx) a merger of the Company into, a mergerconsolidation of the Company with, consolidation, share exchange, sale, lease or other disposition a sale of all or substantially all of the Company’s assets's assets to, liquidation, recapitalization any other Person (a "Non- Surviving Transaction") or reclassification (y) any merger of another person into the Common Stock or other transaction) Company in connection with which the previous previously outstanding shares of Common Stock shall be canceled, reclassified, converted or changed into or exchanged for different securities of the Company or securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “"Surviving Transaction”", and along with a Non-Surviving Transaction, a "Transaction"), then, as a condition of to the consummation of such Transaction, the Transaction Company shall, or, in the case of a Non-Surviving Transaction, the Company shall cause such other Person to execute and without duplication of deliver to each Holder a written instrument providing that (a) during the period any adjustment made pursuant Warrant is exercisable, on such terms and subject to Section 5(a)(i), lawful, enforceable and adequate provision such conditions as shall be made so that as nearly equivalent as may be practicable to the provisions set forth in this Agreement, the Holder shall be entitled to receive of the Warrant Certificate evidencing such Warrant, upon the exercise of this Warrant thereof at any time on or after the consummation of such Transaction, shall be entitled to receive, and such Warrant Certificate shall thereafter represent the Transactionright to receive, in lieu of the Warrant Shares New Common Stock issuable upon such exercise prior to such consummation, only the securities or other property (including cash"Substituted Property") to which such Holder that would have been entitled receivable upon consummation such Transaction by a holder of the Transaction number of shares of New Common Stock that would have been issued upon exercise of such Warrant if such Holder had exercised this such Warrant in full immediately prior thereto to such Transaction, assuming such holder of New Common Stock (subject i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to adjustments from which such sale or transfer was made, as the case may be ("Constituent Person"), or an Affiliate of a Constituent Person and after (ii) failed to exercise his rights of election, if any, as to the consummation date kind or amount of securities, cash and other property receivable upon such Transaction (provided that if the kind or amount of securities, cash and other property receivable upon such Transaction is not the same for each share of Common Stock held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then, for the purposes of this Section 5.1.11, the kind and amount of securities, cash and other property receivable upon such Transaction by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and (b) the rights and obligations of the Company and the holders in respect of Substituted Property shall be as nearly equivalent as possible may be practicable to the rights and obligations of the Company and Holders in respect of Underlying Common Stock hereunder as set forth in Section 3.1 hereof and elsewhere herein. Such written instrument shall provide for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section Article 5). The foregoing above provisions of this the Section 5(b) 5.1.11, shall similarly apply to successive Transactions. If holders Notwithstanding the foregoing, in the event of Common Stock a Non-Surviving Transaction in which none of the Stockholders of the Company are given any choice as to receive equity securities of the surviving entity and not all of the Warrants have been exercised prior to the securities, cash or property to be received in a consummation of the Non-Surviving Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Transaction. At the Holder’s request, any successor to the Company or surviving entity in may pay the Holders the Substituted Property allocable to such Transaction shall issue to Warrants reduced by the Holder a new warrant consistent with Exercise Price thereof and cancel the foregoing provisionsWarrants.