Exhibit 4.1

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered as of August 30, 2011, by and between Comprehensive Care Corporation, a Delaware Corporation (the “Company”), and the investor whose name appears at the end of the Agreement (“Purchaser”).

RECITALS

The Company wishes to obtain financing and Purchaser desires to provide such financing to the Company through the purchase of the Company’s Convertible Promissory Note with a Face Value of $             (the “Securities”), being privately offered by the Company.

NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below and in the Convertible Promissory Note and the Addendum thereto, the parties hereto hereby agree as follows:

1. Sale and Purchase of the Securities. Subject to the terms and conditions herein, on the Closing Date, as defined in Section 3 hereof, the Company agrees to issue and sell, and Purchaser agrees to purchase, the Securities for the aggregate consideration of                              dollars ($            ) (the “Purchase Price”).

2. Description of Securities. The Securities will be an interest bearing convertible promissory note with the following terms:

3. Closing. The closing of the purchase and sale of the Securities hereunder (the “Closing”) shall be held on August 30, 2011 (the “Closing Date”) with the signing of this Agreement and payment of the Purchase Price.

4. Delivery by the Company. Within five (5) business days following the Closing, the Company shall deliver to Purchaser the Securities executed by the appropriate officers and registered in Purchaser’s name.

Purchaser’s Initials             

5. Delivery by Purchaser. Purchaser shall deliver the Purchase Price, as defined in Section 1 herein, by check, wire transfer or bank check.

6. Representation by Purchaser. Purchaser represents and warrants to the Company as follows:

(a) Access to Information. Purchaser has had access to all material and relevant information concerning the Company necessary to enable Purchaser to make an informed investment decision with respect to his/her investment in the Company. Purchaser acknowledges that he/she or his/her representative has had the opportunity to ask questions of and receive answers from and to obtain additional information from the Company or its representatives concerning the terms and conditions of the acquisition of the Securities and the present and proposed business and financial condition of the Company and has had all such questions answered to his/her satisfaction and has been supplied all information requested. The Company acknowledges its understating that Purchaser has relied on the information so provided.

(b) Financial Matters and Sophistication . Purchaser or his/her representatives has such knowledge and experience in business and financial matters, such that he/she is capable of evaluating the merits and risks of investing in the Company. Purchaser represents that he/she is (i) an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities and Exchange Act of 1933, as amended (the “1933 Act”); (ii) is capable of assuming the risk of investing in the Company; and (iii) satisfies the suitability standards of the Company as an individual as set forth in sub-paragraphs “6 (i)” and “6 (ii)” below.

7. Important Considerations; Suitability Standards-Who Should Invest

All subscribers for the Securities must be sophisticated investors with substantial net worth and experience in making investments of this nature and be “accredited investors,” as defined in Rule 501 of Regulation D under the Act, by meeting any of the following conditions (please check appropriate box) :

¨ (i) has an individual income in excess of $200,000 in each of the two most recent years or joint income with his or her subscriber spouse in excess of $300,000 in each of those years, and he or she reasonably expects an income in excess of the aforesaid levels in the current year; or

¨ (ii) he or she has an individual net worth, or a joint net worth with his or her spouse, at the time of his or her purchase in excess of $1,000,000 (net worth for these purposes includes homes, home furnishings and automobiles); or

¨ (iii) he or she otherwise satisfies the Company that he or she is an accredited investor as defined in Rule 501 under the Act.

Purchaser’s Initials             

8. Warranties and Representation of the Company. The Company represents and warrants to Purchaser as follows:

(a) Organization and Standing of the Company. The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware with adequate power and authority to conduct the business in which it is now engaged and has the corporate power and authority to enter into this Agreement, and is in good standing in such other states of jurisdictions as is necessary to enable it to carry on its business.

(b) Corporate Power and Authority. The execution and delivery of this Agreement and the transaction contemplated hereby has been duly authorized by the Company’s Board of Directors. No other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the consummation of the transaction contemplated hereby. When duly executed and delivered by the parties hereto, this Agreement will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms.

(c) Securities . All the Securities have been duly authorized and, upon issuance and sale pursuant to the terms of this Agreement, will have been validly issued fully paid and non-assessable and will be free and clear of all liens, claims and encumbrances.

9. Notices. All notices, requests, consents or other communications required or permitted hereunder shall be in writing and shall be hand delivered or mailed first class postage prepaid, registered or certified mail, to the following address:

In the case of the Company:

Clark A. Marcus

Chairman and CEO

Comprehensive Care Corporation

3405 W. Martin Luther King Jr. Blvd, Suite 101

Tampa, FL 33607

In the case of Purchaser, to the address set forth at the end of this Agreement or to such other addresses as may be specified in accordance herewith from time to time.

Such notices and other communications shall, for all purposes of this Agreement, be treated as being effective upon being delivered personally, or, if sent by mail, five days after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed as set forth above, and postage prepaid, or, if sent by overnight courier, one day after the same has been sent.

10. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective

Purchaser’s Initials             

successor and permitted assigns of the parties hereto, provided that this Agreement and the interests herein may not be assigned by either party without the express written consent of the other party.

11. Governing Law. Any dispute relating to the terms of this Agreement shall be governed by the laws of the State of New York, without regards to the conflict of law principles thereof, and the parties hereto hereby agree to submit themselves to the exclusive jurisdiction of the courts of the State of New York, County of New York.

12. Sections and Other Headings. The section and other headings contained in this Agreement are for the convenience of reference only, do not constitute part of this Agreement or otherwise affect any of the provision hereof.

13. Counterpart Signatures . This Agreement may be signed in counterpart and all counterparts together shall become effective only when the counterpart(s) have been executed and delivered by and on behalf of the Company and the Purchaser; and the parties agree to deliver by overnight courier a copy of this Agreement with original signatures.

IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused this Agreement to be signed by their duly authorized offices.

Purchaser’s Initials             

This confirms that                             . (“                            ”) has agreed to loan Comprehensive Care Corporation (the “Company”) $             (“the Note”), which shall bear interest at the rate of fourteen percent (14%) per annum. The Note will accrue a coupon equal to fourteen percent (14%) per annum payable quarterly in arrears on the outstanding balance, with the first quarterly payment due on November 30, 2011, and have a maturity date eighteen (18) months from the issue date (“Maturity Date”). At maturity, any or all of the principal plus the interest may be convertible at                             ’s option into the Company’s common stock at a conversion price of $0.25 per share. At any time prior to the Maturity Date of the Note,                              may elect to convert the outstanding balance, or any portion thereof, of the Note plus any accrued interest into shares of the Company’s common stock at $0.25 per share. At maturity, the balance of the Note not converted into equity, together with all accrued and unpaid interest, will be repaid by the Company to                             .

In addition to this Note,                              will receive on this date a warrant to purchase one share of common stock of the Company for every $2.00 loaned. The warrant shall have a term of five years and an exercise price of $0.44.

Anything contained herein to the contrary notwithstanding, it is understood that                              may, at its sole option, extend the Maturity Date of this Note by six months.

                              represents that it is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.

                             and the Company have agreed to be bound by each of the provisions and terms set forth in the Addendum to this Comprehensive Care Convertible Promissory Note that the parties are executing of this date.

		3405 W. Dr. Martin Luther King Jr. Blvd. — Suite 101 — Tampa, FL 33607 813-288-4808 — Fax: 813-288-4844

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Please confirm the above by signing in the appropriate space below.

		3405 W. Dr. Martin Luther King Jr. Blvd. — Suite 101 — Tampa, FL 33607 813-288-4808 — Fax: 813-288-4844

The occurrence of any one or more of the following events with respect to Borrower shall constitute, without notice of any kind, an Event of Default hereunder (“Event of Default”):

(a) If Borrower shall fail to pay when due the principal or interest of this Note subject always to a grace period of three (3) business days.

		3405 W. Dr. Martin Luther King Jr. Blvd. — Suite 101 — Tampa, FL 33607 813-288-4808 — Fax: 813-288-4844

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(b) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), Borrower shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due; or

(c) If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of Borrower’s assets or (iii) orders the liquidation of Borrower and, in each case, the order or decree is not dismissed or bonded within 30 days.

(d) If there is a default by Borrower under any of terms of this Note or a breach of any of the terms of the Subscription Agreement dated as of the date hereof (together, the “Loan Documents”). All terms not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

		3405 W. Dr. Martin Luther King Jr. Blvd. — Suite 101 — Tampa, FL 33607 813-288-4808 — Fax: 813-288-4844

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		3405 W. Dr. Martin Luther King Jr. Blvd. — Suite 101 — Tampa, FL 33607 813-288-4808 — Fax: 813-288-4844

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		3405 W. Dr. Martin Luther King Jr. Blvd. — Suite 101 — Tampa, FL 33607 813-288-4808 — Fax: 813-288-4844

Exhibit 4.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

COMPREHENSIVE CARE CORPORATION

Expires: August 30, 2016

Number of Shares:             

Date of Issuance: August 30, 2011

FOR VALUE RECEIVED, the undersigned, Comprehensive Care Corporation, a Delaware corporation (together with its successors and assigns, the “ Issuer ”), hereby certifies that                             . (“Holder”) is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to                                  (                    ) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, par value $0.01 per share (the “ Common Stock ”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 8 hereof.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term beginning on the date of issuance hereof.

(b) Method of Exercise . The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election by certified or official bank check or by wire transfer to an account designated by the Issuer.

(c) Issuance of Stock Certificates . In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days after such exercise (the “ Delivery Date ”) or, at the request of the Holder, issued and delivered to the Depository Trust Company (“ DTC ”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“ DWAC ”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the shares of Warrant Stock so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC if such exercise is in connection with a sale and the Issuer and its transfer agent are participating in DTC through the DWAC system. The Holder shall deliver this original Warrant, or an indemnification undertaking with respect to such Warrant in the case of its loss, theft or destruction, at such time that this Warrant is fully exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of shares of Warrant Stock exercised as of each date of exercise.

(d) Transferability of Warrant . Subject to Section 2(f) hereof, this Warrant may be transferred by a Holder, in whole or in part. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

(e) Continuing Rights of Holder . The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

(f) Compliance with Securities Laws .

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with legends in substantially the following form:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

(iii) The Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Stock, without the legend set forth above if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from a holder within three (3) Trading Days. In the case of any proposed transfer under

this Section 2(f), the Issuer will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(f) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, the Issuer shall cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder’s Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant).

(g) Accredited Investor Status . In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited investor” as defined in Regulation D under the Securities Act, at the time of exercise.

3. Stock Fully Paid; Reservation and Listing of Shares; Covenants .

(a) Stock Fully Paid . The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through the Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issuance upon exercise of this Warrant a number of authorized but unissued shares of Common Stock equal to at least one hundred percent (100%) of the number of shares of Common Stock issuable upon exercise of this Warrant without regard to any limitations on exercise.

(b) Reservation . If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any Governmental Authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, and maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been registered pursuant to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

(c) Loss, Theft, Destruction of Warrants . Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same number of shares of Common Stock.

(d) Payment of Taxes . The Issuer will pay any documentary stamp taxes attributable to the initial issuance of the Warrant Stock issuable upon exercise of this Warrant; provided , however , that the holder shall be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates representing Warrant Stock in a name other than that of the Holder in respect to which such shares are issued.

4. Redemption. The Company shall have the right to redeem this Warrant in accordance with the terms and conditions of this Section 4 at a price (the “ Aggregate Redemption Price ”) equal to the product of the number of Warrant Shares with respect to which this Warrant is then exercisable times the Redemption Price. At any time following any Redemption Trigger Period, the Company may give written notice (the “ Redemption Notice ”) to the Holder (at the address thereof appearing on the books of the Company or its registrar and transfer agent) of the Company’s election to redeem this Warrant. The Redemption Notice shall state the Company’s election to redeem this Warrant and a date (the “ Warrant Expiration Date ”), not less than thirty (30) days following the date the Redemption Notice is given, when this Warrant and the Holder’s right hereunder to exercise this Warrant and purchase any Warrant Shares (as contemplated hereby) shall expire. Notwithstanding anything contained herein to the contrary, the Term of this Warrant shall expire at the close of business on the Warrant Expiration Date, and to the extent the Holder has not exercised his rights hereunder to exercise this Warrant for the purchase of any Warrant Shares prior to the close of business on the Warrant Expiration Date, such rights shall expire and the Holder’s rights hereunder shall thereafter be limited to his right to receive from the Company the Aggregate Redemption Price. The Company shall pay to the Holder the Aggregate Redemption Price, and promptly following his receipt of the Aggregate Redemption Price, the Holder shall return this Warrant to the Company for cancellation. Notwithstanding any delay or failure by the Holder to return this Warrant to the Company as provided above, this Warrant shall be deemed to have been cancelled upon the payment of the Aggregate Redemption Price to the Holder.

5. Adjustment of Warrant Price, Redemption Price, Redemption Trigger Price and Number of Shares Issuable Upon Exercise . The Warrant Price, Redemption Price, Redemption Trigger Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 5. Upon each adjustment of the Warrant Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Warrant Price resulting from such adjustment.

(a) Adjustment Due to Dividends, Stock Splits, Etc . If, at any time on or after the Original Issuance Date, the number of outstanding shares of Common Stock is increased by a (i) dividend payable in any kind of shares of capital stock of the Corporation, (ii) stock split, (iii) combination, (iv) reclassification or (v) other similar event, the Warrant Price, the Redemption Price and the Redemption Trigger Price shall be proportionately reduced by multiplication by a fraction of which the numerator shall be the number of outstanding shares of Common Stock immediately before such event and of which the denominator shall be the number of outstanding shares of Common Stock immediately after such event, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares, or other similar event, the Warrant Price, the Redemption Price and the Redemption Trigger Price shall be proportionately increased by multiplication by a fraction of which the numerator shall be the number of outstanding shares of Common Stock immediately before such event and of which the denominator shall be the number of outstanding shares of Common Stock immediately after such event. In such event, the Issuer shall notify the Corporation’s Transfer Agent of such change on or before the effective date thereof.

(b) Adjustment Due to Merger, Consolidation, Etc . If, at any time after the Original Issuance Date, there shall be (i) any reclassification or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend or by way of return of capital (each of (i) - (v) above being a “ Corporate Change ”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Corporate Change.

(c) Other Adjustments . If the Issuer takes any action affecting the Common Stock after the date hereof that would be covered by this Section 5, but for the manner in which such action is taken or structured, and such action would in any way diminish the value of the Warrant or Warrant Stock, then the Warrant Price shall be adjusted in such manner as the Board shall in good faith determine to be equitable under the circumstances.

(d) Purchase Rights . In addition to any adjustments pursuant to subsections (a)-(d) above, if at any time the Issuer grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the proportionate number of shares of Common Stock acquirable upon complete exercise of this Warrant (giving regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

6. Notice of Adjustments . Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 5 hereof (for purposes of this Section 6 each an “ adjustment ”), the Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted to a national or regional accounting firm reasonably acceptable to the Issuer and the Holder, provided that the Issuer shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Issuer and such Holder within thirty (30) days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The costs and expenses of the initial accounting firm shall be paid equally by the Issuer and the Holder and, in the case of an objection by the Issuer, the costs and expenses of the subsequent accounting firm shall be paid in full by the Issuer.

7. Fractional Shares . No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of shares.

8. Definitions . For the purposes of this Warrant, the following terms have the following meanings:

“ Board ” shall mean the Board of Directors of the Issuer.

“ Capital Stock ” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.

“ Common Stock ” means the Common Stock, $0.01 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

“ Governmental Authority ” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.